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IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION,

et al.1 Debtors. ) ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes
Objection Deadline: March 6, 2006 at 4:00 p.m.

MOTION FOR AN ORDER AUTHORIZING THE DEBTORS TO ENTER INTO A NEW LEASE FOR CORPORATE HEADQUARTERS The above-captioned debtors (collectively, the Debtors) hereby move the Court (the Motion) for the entry of an order, substantially in the form of Exhibit A, authorizing the Debtors to enter into a new lease for corporate headquarters, substantially in the form of the lease attached hereto as Exhibit B (the New Headquarters Lease). In support of this Motion, the Debtors respectfully state as follows:

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

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Jurisdiction 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334. This

matter is a core proceeding within the meaning of 28 U.S.C. 157 (b)(2). 2. 3. Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory basis for the relief requested herein is section 363 of the

Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code). Background 4. On May 17, 2005 (the Petition Date), the Debtors filed their voluntary petitions

for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases. On the Petition Date, the Court entered an order jointly administering these cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure. 5. On May 24, 2005, the United States trustee appointed an official committee of

unsecured creditors (the Committee) pursuant to section 1102 of the Bankruptcy Code. 6. The Debtors and their non-debtor affiliates are leading global suppliers of

automotive components, systems and modules to all of the worlds largest vehicle manufacturers, including DaimlerChrysler AG, Ford Motor Company, General Motors Corporation, Honda Motor Company, Inc., Nissan Motor Company Unlimited, Porsche Cars GB, Renault Crateur DAutomobiles, Toyota SA and Volkswagen AG. 7. Since the Petition Date, the Debtors have been evaluating their real property

leases and interests. During the course of this evaluation, the Debtors determined that they were paying substantially above-market rent under the leases for their corporate headquarters located at 150, 250 and 350 Stephenson Highway, 2
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Troy,

Michigan

(collectively,

the

Existing Headquarters Leases). Additionally, the Existing Headquarters Leases provided the Debtors with more space than was necessary for the Debtors ongoing operations. Therefore, after attempting to renegotiate the Existing Headquarters Leases, the Debtors decided that it was in their best interests and in the best interests of their estates that they seek to reject the Existing Headquarters Leases.2 8. In pursuing a new location for their headquarters, the Debtors, with the assistance

of their advisors, carefully scrutinized several potential alternatives for their headquarters. After conducting these analyses, the Debtors determined that entering into the

New Headquarters Lease with Ttertt Associates, LLC was the best available alternative. Under the terms of the New Headquarters Lease, the Debtors will pay significantly less in rent than they previously were paying. The monthly rent expense for the New Headquarters Lease will be approximately $194,000 less for 2007 than the rent expense for the two buildings that the Debtors currently occupy as their corporate headquarters.3 9. Also, the Debtors facilities under the New Headquarters Lease will have a new

interior with build-to-suit renovations. This helps the Debtors reduce their total leased square footage by 50,000 square feet and increases the efficiency of the corporate headquarters. Moreover, the New Headquarters Lease contains a favorable termination option, which substantially reduces the administrative expense risk associated with entering into a new longterm lease. Finally, pursuant to the New Headquarters Lease and unlike the

On November 18, 2005, the Court approved the Debtors motion to reject the lease associated with 350 Stephenson Highway [Docket No. 1714]. On January 5, 2006, the Debtors filed a motion to reject the leases associated with 150 and 250 Stephenson Highway [Docket No. 2012], which is scheduled to be heard at the March 9, 2006 hearing. Under the New Headquarters Lease, the Debtors do not begin to pay base rent until January 1, 2007. The monthly rental expense for the Existing Headquarters Leases increases each year from approximately $402,000 per month in 2007 to approximately $472,000 per month in 2015. Conversely, the monthly rental expense in the New Headquarters Lease does not increase.

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Existing Headquarters Leases, the Debtors will not be paying for idle, unoccupied space, but yet will have the ability to expand their facilities should the Debtors need to do so. 10. follows:4 (i) (ii) (iii) Lease Term: ten years and six months. Rent: monthly rent of $121,149.66 plus the Debtors share of expenses and taxes, beginning January 1, 2007. Termination Option: the Debtors shall have the right to terminate the New Headquarters Lease effective November 30, 2007 with at least six months advance written notice. In the event the Debtors terminate the lease, they shall be liable for the costs of any lessor-made improvements to the headquarters requested by the Debtors (estimated to be $3.3 million) they requested and an additional $1 million. Expansion Capabilities: the Debtors shall have the right of first refusal to lease additional space at the new headquarters location during the first two years of the Lease Term. Maintenance: Ttertt Associates, LLC will be responsible for the costs of repair, maintenance and replacement of all internal and external structural parts of the headquarters. Relief Requested 11. By this Motion, the Debtors respectfully seek authority to enter into the More specifically, the material terms of the New Headquarters Lease are as

(iv)

(v)

New Headquarters Lease pursuant to section 363(b) of the Bankruptcy Code. Basis for Relief 12. Section 363(b)(1) provides that [t]he trustee, after notice and a hearing, may use,

sell, or lease, other than in the ordinary course of business, property of the estate.

The following summary of the New Headquarters Lease is provided solely for the convenience of the Court and parties in interest. To the extent that there are any discrepancies between this summary and the New Headquarters Lease, the terms of the New Headquarters Lease shall govern.

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11 U.S.C. 363(b)(1). Courts within the Sixth Circuit have held that transactions should be approved under section 363 of the Bankruptcy Code when they are supported by sound business judgment. See, e.g., Stephens Indus., Inc. v. McClung, 789 F.2d 386, 390 (6th Cir. 1986) (concluding that a court can authorize a sale of a Debtors assets when a sound business purpose dictates such action.); In re Embrace Sys. Corp., 178 B.R. 112, 124 (Bankr. W.D. Mich. 1995); see also In re North American Royalties, Inc., 276 B.R. 860, 866 (Bankr. E.D. Tenn. 2002). 13. The Debtors entry into the New Headquarters Lease is supported by sound To minimize the costs associated with maintaining their corporate

business judgment.

headquarters, the Debtors attempted to renegotiate the Existing Headquarters Leases. After such negotiations proved unsuccessful, the Debtors with the assistance of their real estate consultants CB Richard Ellis, Inc. and Keen Realty, LLC investigated a number of alternative locations.5 After extensive negotiations with several potential lessors and a thorough analysis of the terms of several proposed leases, the Debtors determined that the New Headquarters Lease was the most beneficial option for the Debtors and their estates. 14. The Debtors were focused on entering into a new headquarters lease that

(a) reduced their monthly rent obligations, (b) provided the Debtors with no more space than is necessary for the Debtors to carry on their operations and (c) provided the Debtors with an option to expand their facilities should the Debtors need to do so. 15. Currently, the monthly rent for the Debtors headquarters is approximately

$395,000 (with rent escalating each year) and the monthly taxes are approximately $33,000. Under the New Headquarters Lease, the average monthly rent will be approximately $208,000 beginning January 1, 2007 (with rent remaining stable throughout the lease), and the monthly
5 On November 22, 2005, the Court approved the Debtors application to retain CB Richard Ellis, Inc. and Keen Realty, LLC as real estate advisors [Docket No. 1802].

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taxes will be approximately $17,000. Additionally, the Debtors will save approximately $83,000 monthly from the consolidation of other operations as a result of moving into the new facilities, because the Debtors will move certain information technology to the new headquarters from its current off-site location. 16. Further, unlike the Existing Headquarters Leases, the Debtors are not paying rent Yet, the

for space that will remain unoccupied under the New Headquarters Lease.

New Headquarters Lease provides the Debtors with the flexibility to expand their facilities, should the Debtors increase their operations and require a larger corporate headquarters. 17. For these reasons, under the New Headquarters Lease, the Debtors have reduced

their total monthly obligations for headquarters space and will therefore experience significant cost savings of almost $400,000 per month in 2006 (including because the basic rent for the New Headquarters Lease does not begin until January 1, 2007) and approximately $275,000 per month in 2007. 18. Moreover, in considering alternative locations for their headquarters, the Debtors

specifically sought to minimize their potential exposure in the event they had to terminate any new lease. The New Headquarters Lease provides the Debtors with the ability to terminate such lease on November 30, 2007, upon at least six-months written notice. Under this provision, if the Debtors exercise the right to terminate the New Headquarters Lease, they will be liable only for the remaining rent through the date of termination, the cost of unamortized tenant improvements and brokers commission paid by the landlord and an additional $1 million. Accordingly, for example, if the New Headquarters Lease is terminated pursuant to this provision and the Debtors vacate the premises on November 30, 2007, they will have to pay approximately $4.3 million to the lessor, an amount that is less than the monthly rental savings

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that the Debtors will generate during that same time period on account of the New Headquarters Lease. This provision was extensively negotiated, and will minimize the exposure of the Debtors and their estates in the event the Debtors need to terminate New Headquarters Lease. 19. Without the New Headquarters Lease, the Debtors would be compelled to attempt

to pursue more expensive and less advantageous proposals from other lessors. To prevent this, and to allow the Debtors the best opportunity to successfully reorganize, the Debtors respectfully request that the Court grant authority and approval of the New Headquarters Lease. Notice 20. Notice of this Motion has been given to the Core Group, the Primary Service List

and Ttertt Associates, LLC as required by the Case Management Procedures.6 In light of the nature of the relief requested, the Debtors submit that no further notice is required. No Prior Request 21. court. No prior motion for the relief requested herein has been made to this or any other

Capitalized terms used in this paragraph 20 not otherwise defined herein shall have the meanings set forth in the First Amended Notice, Case Management and Administrative Procedures filed on June 9, 2005 [Docket No. 294].

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WHEREFORE, the Debtors respectfully request the entry of an order, substantially in the form attached hereto as Exhibit A, (a) authorizing the Debtors to enter into the New Headquarters Lease and (b) granting such other further relief as is just and proper. Dated: March 1, 2006 KIRKLAND & ELLIS LLP /s/ Marc J. Carmel Richard M. Cieri (NY RC 6062) Citigroup Center 153 East 53rd Street New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -andDavid L. Eaton (IL 3122303) Ray C. Schrock (IL 6257005) Marc J. Carmel (IL 6272032) 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile: (312) 861-2200 -andCARSON FISCHER, P.L.C. Joseph M. Fischer (P13452) 4111 Andover Road West, Second Floor Bloomfield Hills, Michigan 48302-1924 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

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EXHIBIT A

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IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION, et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

ORDER AUTHORIZING THE DEBTORS TO ENTER INTO A NEW LEASE FOR CORPORATE HEADQUARTERS Upon the motion (the Motion)2 of the above-captioned debtors (collectively, the Debtors) for an order authorizing the Debtors to enter into the New Headquarters Lease; it appearing that the relief requested is in the best interest of the Debtors estates, their creditors and other parties in interest; it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2); it appearing that venue of this proceeding and this Motion in this District is proper pursuant to 28 U.S.C. 1408 and 1409; notice of this Motion and the opportunity for
1 The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

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a hearing on this Motion was appropriate under the particular circumstances and that no other or further notice need by given; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED 1. 2. 3. The Motion is granted in its entirety. The Debtors are authorized to enter into the New Headquarters Lease. The Debtors are authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Motion. 4. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry. 5. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

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IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION, et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

NOTICE AND OPPORTUNITY TO RESPOND TO THE MOTION FOR AN ORDER AUTHORIZING THE DEBTORS TO ENTER INTO A NEW LEASE FOR CORPORATE HEADQUARTERS PLEASE TAKE NOTICE THAT the above-captioned debtors (collectively, the Debtors) have filed their Motion for an Order Authorizing the Debtors to Enter into a New Lease for Corporate Headquarters (the Motion). PLEASE TAKE FURTHER NOTICE THAT your rights may be affected. You may wish to review the Motion and discuss it with your attorney, if you have one in these cases. (If you do not have an attorney, you may wish to consult one.)

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

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PLEASE TAKE FURTHER NOTICE THAT in accordance with the First Amended Notice, Case Management and Administrative Procedures filed on June 9, 2005 [Docket No. 294] (the Case Management Procedures), if you wish to object to the Court granting the relief sought in the Motion, or if you want the Court to otherwise consider your views on the Motion, no later than March 6, 2006 at 4:00 p.m. prevailing Eastern Time, or such shorter time as the Court may hereafter order and of which you may receive subsequent notice, you or your attorney must file with the Court a written response, explaining your position at:2 United States Bankruptcy Court 211 West Fort Street, Suite 2100 Detroit, Michigan 48226 PLEASE TAKE FURTHER NOTICE THAT if you mail your response to the Court for filing, you must mail it early enough so the Court will receive it on or before the date above. PLEASE TAKE FURTHER NOTICE THAT you must also serve the documents so that they are received on or before March 6, 2006 at 4:00 p.m. prevailing Eastern Time, in accordance with the Case Management Procedures, including to: Kirkland & Ellis LLP Attn: Richard M. Cieri Citigroup Center 153 East 53rd Street New York, New York 10022 Facsimile: (212) 446-4900 E-mail: rcieri@kirkland.com -and-

Response or answer must comply with Rule 8(b), (c) and (e) of the Federal Rules of Civil Procedure.

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Kirkland & Ellis LLP Attn: David L. Eaton Ray C. Schrock Marc J. Carmel 200 East Randolph Drive Chicago, Illinois 60601 Facsimile: (312) 861-2200 E-mail: deaton@kirkland.com rschrock@kirkland.com mcarmel@kirkland.com -andCarson Fischer, P.L.C. Attn: Joseph M. Fischer 4111 Andover Road West, Second Floor Bloomfield Hills, Michigan 48302-1924 Facsimile: (248) 644-1832 E-mail: jfischer@carsonfischer.com PLEASE TAKE FURTHER NOTICE THAT if no responses to the Motion are timely filed and served, the Court may grant the Motion and enter the order without a hearing as set forth in Rule 9014-1 of the Local Rules for the United States Bankruptcy Court for the Eastern District of Michigan.

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Dated: March 1, 2006

KIRKLAND & ELLIS LLP /s/ Marc J. Carmel Richard M. Cieri (NY RC 6062) Citigroup Center 153 East 53rd Street New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -andDavid L. Eaton (IL 3122303) Ray C. Schrock (IL 6257005) Marc J. Carmel (IL 6272032) 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile: (312) 861-2200 -andCARSON FISCHER, P.L.C. Joseph M. Fischer (P13452) 4111 Andover Road West, Second Floor Bloomfield Hills, Michigan 48302-1924 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

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CERTIFICATE OF SERVICE I, Marc J. Carmel, an attorney, certify that on the 1st day of March, 2006, I caused to be served, by e-mail, facsimile and by overnight delivery, in the manner and to the parties set forth on the attached service lists, a true and correct copy of the foregoing (a) Ex Parte Motion for Order Shortening Notice Period and Scheduling an Expedited Hearing on: Debtors Motion for an Order Authorizing the Debtors to Enter into a New Lease for Corporate Headquarters and (b) Motion for an Order Authorizing the Debtors to Enter into a New Lease for Corporate Headquarters. Dated: March 1, 2006 /s/ Marc J. Carmel Marc J. Carmel

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Served via Electronic Mail

CREDITOR NAME A Freeman Adrian City Hall Alice B Eaton Amalgamated Life Askounis & Borst PC ATC Nymold Corporation Autoliv ASP Inc Bailey & Cavalieri LLC Baker & Hostetler LLP Balch & Bingham LLP Barclays Bank PLC Barnes & Thornburg LLP Barnes & Thornburg LLP Benesch Friedlander Coplan & Aronoff LLP Bernardi Ronayne & Glusac PC Berry Moorman PC Berry Moorman PC Bird Svendsen Brothers Scheske & Pattison PC Borges & Associates LLC Bradley Arant Rose & White LLP Brendan G Best Brown Rudnick Berlack Israels LLP Bryan Clay Burr & Forman LLP Butzel Long PC Butzel Long PC Cahill Gordon & Reindel Cahill Gordon & Reindel Calhoun Di Ponio & Gaggos PLC Carlile Patchen & Murphy LLP Chambliss Bahner & Stophel PC Champaign County Collector Chris Kocinski City Of Eunice City Of Evart City Of Kitchener Finance Dept City Of Lowell City Of Marshall City Of Muskegon City Of Port Huron City Of Rialto City Of Rochester Hills City Of Salisbury City Of Westland City Of Woonsocket Ri City Treasurer Colbert & Winstead PC Cole Schotz Meisel Forman & Leonard PA Constellation NewEnergy Inc Coolidge Wall Womsley & Lombard Crowell & Moring LLP Crowell & Moring LLP DaimlerChrysler DaimlerChrysler DaimlerChrysler Corporation Daniella Saltz Danielle Kemp

CREDITOR NOTICE NAME John Fabor Judith Greenspan Esq Thomas V Askounis Esq Sherry Epstein Eric R Swanson Esq & Anthony J Nellis Esq Adam J Biehl & Yvette A Cox Wendy J Gibson & Brian A Bash Eric T Ray Mr David Bullock John T Gregg Patrick E Mears William E Schonberg & Stuart A Laven Jr Rodney M. Glusac Dante Benedettini Esq James Murphy Esq Eric J Scheske Wanda Borges Esq Jay R Bender

Email afreeman@akingump.com cityofadrian@iw.net aeaton@stblaw.com jgreenspan@amalgamatedlife.com taskounis@askborst.com sepstein@atc-lighting-plastics.com eric.swanson@autoliv.com tony.nellis@autoliv.com Yvette.Cox@baileycavalieri.com Adam.Biehl@baileycavalieri.com wgibson@bakerlaw.com eray@balch.com david.bullock@barcap.com john.gregg@btlaw.com pmears@btlaw.com wschonberg@bfca.com slaven@bfca.com rodg@brgpc.com dante@berrymoorman.com murph@berrymoorman.com bsbs@charter.net borgeslawfirm@aol.com jbender@bradleyarant.com bbest@dykema.com rstark@brownrudnick.com ssmith@brownrudnick.com bryan_clay@ham.honda.com shoff@burr.com sharkey@butzel.com osborne@butzel.com wilkins@butzel.com jschaffzin@cahill.com rusadi@cahill.com kcc@cdg-law.com lxf@cpmlaw.com bbailey@cbslawfirm.com bneal@co.champaign.il.us christopher.j.kocinski@bofasecurities.com Eunicela@hotmail.com evartmanager@sbcglobal.net finance@city.kitchener.on.ca MYoung@ci.lowell.ma.us Mevans@cityofmarshall.com roberto.robles@postman.org cphdp@porthuron.org treasurer@rialtoca.gov treasury@rochesterhills.org finwebreq@salisburync.gov finance@ci.westland.mi.us webmaster@woonsocketri.org THovarter@cityofmarshall.com amalone@colwinlaw.com skomrower@coleschotz.com mpolitan@coleschotz.com cathy.barron@constellation.com wachstein@coollaw.com jmeadows@crowell.com mplevin@crowell.com kpm3@daimlerchrysler.com krk4@daimlerchrysler.com krk4@dcx.com dsaltz@ford.com danielle.kemp@lw.com

Robert Stark & Steven Smith Shannon E Hoff Daniel N Sharkey & Paula A Osborne Matthew E Wilkins Esq Jonathan A Schaffzin Robert Usadi Kevin C Calhoun Leon Friedberg Bruce C Bailey Barb Neal The Mator at City Hall Roger Elkins City Manager Pauline Houston Lowell Regional Wastewater Maurice S Evans City Manager Bob Robles Treasurer's Office City Treasurer Kurt A Dawson City Assesor Treasurer Business License Div Pretreatment Division Tracy Horvarter Amy Wood Malone Stuart Komrower & Mark Politan Catherine Barron Esq Steven M Wachstein Esq Joseph L Meadows Mark D Plevin

Kim R Kolb Esq

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CREDITOR NAME Danning Gill Diamond & Kollitz LLP David H Freedman David Heller David Youngman Dennis C Roberts PLLC Dickinson Wright PLLC Dickinson Wright PLLC Duane Morris LLP DuPont Dworken & Bernstein Co LPA Dykema Gossett Rooks Pitts PLLC Earle I Erman Eastman & Smith Ltd Elias Meginnes Riffle & Seghetti PC Ellwood Group Inc Erin M Casey Erman Teicher Miller Zucker & Freedman PC Foley & Lardner LLP Frank Gorman Gail Perry Garan Lucow Miller PC Garan Lucow Miller PC Ge Capital GE Polymerland George E Schulman Gold Lange & Majoros PC Hal Novikoff Handwork & Kerscher LLP Heather Sullivan Hewlett Packard Co Hewlett Packard Co Hicks Casey & Foster PC Honigman Miller Schwartz and Cohn LLP Hunton & Williams LLP Hyman Lippitt PC InterChez Logistics Systems Inc International Union UAW Jacob & Weingarten PC Jaffe Raitt Heuer & Weiss PC Jaffe Raitt Heuer & Weiss PC James A Plemmons James C Edwards Jan Steinle Jenner & Block LLP Jim Clough Joe LaFleur Joe Saad John A Harris John Green John J Dawson John S Sawyer Josef Athanas Joseph Delehant Esq Joseph M Fischer Esq K Crumbo K Schultz Kelley Drye & Warren LLP

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Julie Teicher & Dianna Ruhlandt Judy A Oneill Esq

Kellie M Blair Esq Robert Vozza Esq Val Venable Elias T Majoros Jeffrey M Kerscher Anne Marie Kennelly Ken Higman Samuel D Hicks Esq William J. Zousmer John D Burns Brian D Okeefe Mark Chesnes Niraj R Ganatra Robert K Siegel Louis P Rochkind Paige E Barr Esq

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James S Carr Denver Edwards

Kemp Klein Umphrey Endelman & May PC Robert N Bassel Esq Kerr Russell & Weber PLC Kevin L Larin & James E DeLine Kim Stagg

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CREDITOR NAME Kimberly Davis Rodriguez Kupelian Ormond & Magy PC Law Debenture Trust Company of New York Leatherwood Walker Todd & Mann PC Leigh Walzer Levine Fricke Inc Linebarger Goggan Blair & Sampson LLP Linebarger Goggan Blair & Sampson LLP Litespeed Partners Lowenstein Sandler PC M Crosby Macomb Intermediate School Marc J Carmel Mark Fischer Mayo Crowe LLC

CREDITOR NOTICE NAME Paul Magy Terrance Hiller Jr & Matthew Thompson Patrick Healy & Daniel Fisher Seann Gray Tzouvelekas

Email krodriguez@gosrr.com tah@kompc.com patrick.healy@lawdeb.com daniel.fisher@lawdeb.com stzouvelekas@lwtm.com lwalzer@angelogordon.com veronica.fennie@lfr.com dallas.bankruptcy@publicans.com houston_bankruptcy@publicans.com tim@litespeedpartners.com vdagostino@lowenstein.com mcrosby@akingump.com webmaster@misd.net mcarmel@kirkland.com mark.w.fischer@gm.com dhoopes@mayocrowe.com lrosenbloom@mwe.com dchristian@mwe.com jdejonker@mwe.com JRG@msblaw.com palucey@michaelbest.com mpaslay@wallerlaw.com mstamer@akingump.com treasReg@michigan.gov dmgbeachlaw@hawaii.rr.com Michael.Orourke@colaik.com mike.paslay@wallerlaw.com pborenstein@milesstockbridge.com bartolomei@millercanfield.com fusco@millercanfield.com brucemiller@millercohen.com sarbt@millerjohnson.com info@electionsquebec.qc.ca mied@dor.mo.gov rrubenstein@mgwj.com maire@st-zotique.com rrios@munsch.com jbruinsma@mnds-pllc.com kschneider@niccausa.com Nick.Shah@cit.com nina.m.rosete@bofasecurities.com pbaylor@nutter.com rcolasuonno@orlaw.com ssoll@oshr.com phoffman@bofasecurities.com ksummers@psedlaw.com eagle.sara@pbgc.gov efile@pbgc.gov cfilardi@pepehazard.com lawallf@pepperlaw.com kistlerb@pepperlaw.com millerj@pepperlaw.com zuckerk@pepperlaw.com ppantaleo@stblaw.com phhmail@phhpc.com pdublin@akingump.com WDKinley@aol.com craig.barbarosh@pillsburylaw.com patrick.potter@pillsburylaw.com

Elizabeth Weller John P Dillman Timothy Chen Vincent A DAgostino Esq

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McDermott Will & Emery LLP McShane & Bowie PLC Michael Best & Friedrich LLP Michael R Paslay Michael Stamer Michigan Department Of Mighty Enterprises Inc Mike O'Rourke Mike Paslay Miles & Stockbridge PC Miller Canfield Paddock & Stone PLC Miller Canfield Paddock & Stone PLC Miller Cohen Miller Johnson Ministry Of Finance Corp Tax Branch Missouri Dept Of Revenue Morris Garlove Waterman & Johnson PLLC Municipalite Du Village De Munsch Hardt Kopf & Harr PC Myers Nelson Dillon & Shierk PLLC NICCA USA Inc Nick Shah Nina Rosete Nutter McClennen & Fish LLP O Reilly Rancilio PC Otterbourg Steindler Houston & Rosen PC Paul Hoffman Pear Sperling Eggan & Daniels PC Pension Benefit Guaranty Corporation Pension Benefit Guaranty Corporation Pepe & Hazard LLP Pepper Hamilton LLP Pepper Hamilton LLP Pepper Hamilton LLP Peter V Pantaleo Phh Canada Inc Philip Dublin Phoenix Contracting Company Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP

Lewis Rosenbloom John R Grant Paul A Lucey

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Patricia A Borenstein Esq Jose J Bartolomei Timothy A Fusco Esq Bruce A Miller Thomas P Sarb & Robert D Wolford 15663507 Richard M Rubenstein Lacolle Randall A Rios James R Bruinsma Karen Schneider

Peter Nils Baylor Esq Ralph Colasuonno & Craig S Schoenherr Sr Steven B Soll Esq Kevin N Summers Sara Eagle & Gail Perry Sara Eagle & Gail Perry Charles J Filardi Jr Francis J Lawall & Bonnie MacDougal Kistler J Gregg Miller & Linda J Casey Kenneth H Zucker

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CREDITOR NAME Pillsbury Winthrop Shaw Pittman LLP Pillsbury Winthrop Shaw Pittman LLP Pitts Hay & Hugenschmidt PA Plunkett & Cooney PC Quadrangle Group LLC Quadrangle Group LLC R Aurand R J Sidman Ralph E McDowell Ravich Meyer Kirkman McGrath & Nauman PA Ray C Schrock Rex D Rainach Rhoades McKee Rick Feinstein Ricoh Canada Inc Riker Danzig Scherer Hyland & Perretti LLP RLI Insurance Company Robert J Diehl Jr Robert Weiss Ronald A Leggett Ronald R Rose Sarah Eagle SC DHEC Sean P Corcoran Seyburn Kahn Ginn Bess & Serlin PC Sheehan Phinney Bass & Green PA Sheryl Toby Shumaker Loop & Kendrick LLP Sidley Austin Brown & Wood LLP Sills Cummis Epstein & Gross PC Spengler Nathanson PLL St Paul Travelers Stark County Treasurer State Of Michigan

CREDITOR NOTICE NAME Rick Antonoff Esq Lara Sheikh Esq Josh J May Esq William B Freeman Esq Robert P Pitts Esq Douglas C Bernstein Andrew Herenstein Patrick Bartels

Email rick.antonoff@pillsburylaw.com bill.freeman@pillsburylaw.com pittsrm@charter.net dbernstein@plunkettcooney.com andrew.herenstein@quadranglegroup.com patrick.bartels@quadranglegroup.com raurand@e-bbk.com rjsidman@vssp.com rmcdowell@bodmanllp.com mfmcgrath@ravichmeyer.com rschrock@kirkland.com rainach@msn.com dbylenga@rhoadesmckee.com rick.feinstein@ubs.com legal@ricoh.ca

Michael F McGrath Esq A Professional Law Corporation Dan E Bylenga Jr

State Of Michigan State Of Michigan Stephen E Spence Stephen S LaPlante Steven A Siman PC Stevens & Lee PC

Stradley Ronon Stevens & Young LLP T Pryce Tax Administrator Textron Inc The Bank of New York The Corporation Of The Town Thomas Radom Treasurer Of State Tricia Sherick Tyco Capital Inc Ulmer & Berne LLP United Rentals Of Canada Inc

Dennis J OGrady Joseph L Schwartz & Curtis M Plaza jschwartz@riker.com Roy Die Roy_Die@rlicorp.com rdiehl@bodmanllp.com rweiss@honigman.com Collector Of Revenue leggettr@stlouiscity.com rrose@dykema.com eagle.sarah@pbgc.com whitehme@dhec.sc.gov Evander Whitehead chandlls@dhec.sc.gov sean.p.corcoran@delphi.com Leslie Stein lstein@seyburn.com Steven E Boyce Esq sboyce@sheehan.com stoby@dykema.com David H Conaway dconaway@slk-law.com bguzina@sidley.com Bojan Guzina & Brian J Lohan blohan@sidley.com asherman@sillscummis.com Andrew H Sherman & Boris I Mankovetskiy bmankovetskiy@sillscummis.com Michael W Bragg Esq MBragg@SpenglerNathanson.com Vatana Rose vrosa@stp.com Gary D Feigler Treasurer sjbolek@co.stark.oh.us Michigan Dept Of Environmental Quality Environmental Assistance Div deq-ead-env-assist@michigan.gov Michigan Dept Of Treasury Collection Div Office of Financial Mgmt Cashiers Office treasReg@michigan.gov Michigan Unemployment Insurance Agency shuttkimberlyj@michigan.gov US Trustee steve.e.spence@usdoj.gov laplante@millercanfield.com Steven A Siman sas@simanlaw.net Leonard P Goldberger Esq & John C Kilgannon Esq jck@stevenslee.com ppatterson@stradley.com mdorval@stradley.com Paul Patterson Esq jtrotter@stradley.com tpryce@ford.com Jim Cambio jcambio@tax.ri.gov afriedman@textron.com Gary S Bush gbush@bankofny.com Of Ingersoll elantz@town.ingersoll.on.ca radom@butzel.com Joseph T. Deters treasurer@tos.state.oh.us tsherick@honigman.com Frank.Chaffiotte@cit.com Timothy J Downing tdowning@ulmer.com e-rental@ur.com

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CREDITOR NAME United Steelworkers Varnum Riddering Schmidt & Howlett LLP Ville De Farnham Vinson & Elkins LLP Von Briesen & Roper SC Voridian Canada Company Warner Norcross & Judd LLP Warner Stevens LLP Wickes Manufacturing Co William C Andrews William G Diehl William J Byrne Willkie Farr & Gallagher LLP Wilmer Cutler Pickering Hale and Dorr LLP WL Ross & Co Womble Carlyle Sandridge & Rice PLLC Young & Susser PC Zeichner Ellman & Krause LLP

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Alan Lipkin & Roger Spigel Andrew N Goldman Esq Oscar Iglesias Rory D Whelehan Esq Steven Susser P52940 Peter Janovsky & Stuart Krause

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(no valid e-mail) CREDITOR NAME Acord Inc American General Finance Attorney General of MI Bayer Material Sciences BNY Midwest Trust Company BNY Midwest Trust Company Brown Corporation City Of Albemarle City Of Battle Creek City Of Longview City Of St Joseph City Of Sterling Heights City Of Stockton Clark Hill PLC Colbond Inc Contrarian Capital Management LLC Dayton Bag & Burlap Co Dow Chemical Co El Paso Natural Gas Company Enerflex Solutions LLC Exxon Chemicals Health Alliance Medical Plans Inc Honigman Miller Schwartz and Cohn LLP Intertex World Resources Trintex Corp Kentucky Revenue Cabinet Kilpatrick & Associates PC Lake Erie Products Lambert Leser Isackson Cook & Giunta PC McLane Graf Raulerson & Middleton PA Meridian Magnesium Missouri Dept of Revenue Morris Garlove Waterman & Johnson PLLC Office of Finance of Los Angeles Office of the US Attorney Orlando Corporation Paul Weiss Rifkind Wharton & Garrison LLP Pension Benefit Guaranty Corporation Pension Benefit Guaranty Corporation Pine River Plastics Inc Plastech Progressive Moulded Products Revenue Canada Riverfront Plastic Products Inc Select Industries Corp Skadden Arps Slate Meagher & Flom LLP South Carolina Dept Of Revenue Southco Standard Federal Bank Stark Reagan PC State Of Michigan CREDITOR NOTICE NAME John Livingston Matthew H Rick Linda Vesci Mary Callahan Roxane Ellwalleger Mark Ferderber Utilities Department Income Tax Division Water Utilities Water Department James P Bulhinger City Treasurer Economic Development E Todd Sable Don Brown Seth Lax Jeff Rutter David Brasseur Michael J McGinnis Todd McCallum Law Dept Ronald Stallworth William J. Zousmer Bill Weeks Richardo Kilpatrick Leonora Baughman Lilia Roman Susan M Cook Joseph A Foster Steven A Ginther Richard M Rubenstein Bankruptcy Auditor Julia Pidgeon Asst US Atty Stephen J Shimshak & Netanella T Zahavi Sara Eagle & Gail Perry Sara Eagle & Gail Perry Barb Krzywiecki Kelvin W Scott Esq Dan Thiffault George Tabry Christine Brown Gregg M Galardi Esq Sales & Use Tax Division Lorraine Zinar Holly Matthews Joseph A Ahern Linda King FAX 248-852-6074 217-356-5469 517-373-2060 412-777-4736 312-827-8542 312-827-8542 616-527-3385 704-984-9445 269-966-3629 903-237-1004 269-983-9875 586-276-4077 209-937-5099 313-965-8252 828-665-5005 203-629-1977 937-258-0029 989-638-9852 713-420-5669 248-430-0134 281-588-4606 313-664-8479 313-465-7617 770-258-3901 502-564-3875 248-377-0800 630-595-0336 989-894-2232 603-625-5650 517-663-2714 573-751-7232 502-589-3219 213-368-7076 313-226-3800 905-677-1851 212-757-3990 202-326-4112 202-326-4112 810-329-9388 313-792-2729 905-760-3371 902-432-6287 734-281-4483 937-233-7640 302-651-3001 803-898-5147 610-361-6082 248-816-4376 248-641-9921 517-241-8077

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(no valid e-mail) CREDITOR NAME Teknor Financial Corporation TG North America Town Of Lincoln Finance Office Unique Fabricating Inc Valiant Tool & Mold Inc Vari Form Inc Vericorr Packaging fka CorrFlex Packaging Viacom Inc CREDITOR NOTICE NAME Bruce B Galletly Raymond Soucie Tom Tekieke General Fax Terry Nardone Adriana Avila JoAnn Haller FAX 401-725-5160 248-280-2110 401-333-3648 248-853-8422 519-944-7748 586-755-8988 586-939-4216 412-642-5614

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CREDITOR NAME Advanced Composites Inc Akin Gump Strauss Hauer & Feld LLP Assitant Attorney General of Texas Assoc Receivables Funding Inc Basell USA Inc Basf Corporation Beam Miller & Rogers PLLC Bell Boyd & Lloyd Inc Brunswick Corp Butzel Long PC Canada Customs & Rev Agency Canada Customs & Rev Agency Charter Township Of Plymouth City Of Barberton City Of Barberton City Of Canton City Of Dover City Of Dover City Of Evart Recreation Dept City Of Fullerton City Of Havre De Grace City of Kalamazoo City Of Los Angeles City Of Phoenix City Of Roxboro City Of Williamston City Treasurer Collector Of Revenue Collins & Aikman Corp Corning Inc Cox Hodgman & Giarmarco PC Cunningham Dalman PC Dana Corp Davidson Kempner Capital Management LLC Dennis Reis LLC Dold Spath McKelvie & DeLuca PC DuPont Dykema Gossett PLLC Eastman & Smith Ltd ER Wagner Manufacturing Fisher Automotive Systems Fisher America Inc Freudenberg Nok Inc Ga Dept Of Revenue

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ADDRESS1 1062 S 4th Ave 590 Madison Ave Bankruptcy & Collections Div PO Box 16253 7925 Kingsland Dr 1609 Biddle Ave 709 Taylor St 3 1st National Plaza Ste 3300 Law Dept 100 Bloomfield Hills Pkwy Ste 100 1 5 Notre Ave 2204 Walkley Rd PO Box 8040 576 West Pk Ave 576 West Pk Dr PO Box 9951 484 Middle Rd PO Box 818 200 South Main St 303 W Commonwealth Ave 711 Pennington Ave Public Svc Dept Env Svc Div 201 N Figueroa St No 786 200 W Washington St 13th Fl PO Box 128 161 E Grand River 100 Mcmorran 201 N Second St 250 Stephenson Hwy Legal Dept Columbia Center 10th Fl 321 Settlers Rd 4500 Dorr St 885 Third Ave Ste 3300 7000 N Green Bay Ave Kellie Schone Jayson Macyda DuPont Legal D 7156 400 Renaissance Center One SeaGate 24th Fl 4611 North 32nd St 1084 Doris Rd 47690 E Anchor Ct PO Box 105499

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CREDITOR NAME Gaston County Ge Capital Ge Capital Ge Capital Ge Capital Comm Serv Astro Dye General Motors Corp Heritage Environmental Svcs Inc Highwoods Forsyth Lp Highwoods Forsyth Lp Honigman Miller Schwartz and Cohn LLP Hnk Michigan Properties Indiana Department Of Revenue Indiana Dept Of Revenue Indiana Steel & Wire Co Industrial Development Board Industrial Leasing Company Industrial Truck Sales & Svc Inmet Division of Multimatic Internal Revenue Service Invista ISP Elastomer James R Temple Janesville Products Keith Milligan Latham & Watkins LLP Lear Corp Lear Corp Manpower Meridian Park Michigan Dept of Treasury Mills & Stockbridge PC Ministre Du Revenu Du Quebec Municipality Of Port Hope North Loop Partners Ltd Nossiff & Giampa PC Oakland County Corporation Counsel Oklahoma County Treasurer Oneida County SCU PolyOne Corp Prestige Property Tax Special Princeton Properties Qrs 14 Paying Agent Qrs 14 Paying Agent Inc Railroad Drive Lp

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CREDITOR NAME Receivable Management Services Receiver General For Canada Receiver General for Canada Receiver General For Canada Receiver General for Canada Revenue Canada Securities and Exchange Commission Securities and Exchange Commission Shapero & Green LLC Simpson Thacher & Bartlett LLP Snellings Breard Sartor Inabnett & Trascher State Of Alabama State Of Michigan State Of Michigan State Of Michigan State Of Michigan State of Michigan State of Michigan Central Functions Unit Stephen E Spence Summit Property Management Inc Tate Boulevard I Llc Tax Collector Tcs Realty Ltd Teleflex Inc Tennessee Department of Revenue The Goodyear Tire & Rubber Co The Pellegrino Law Firm PC The Town Of Pageland Thomas & Betts Corp Tom Heck Truck Service Town Of Farmington Town Of Farmville Town Of Gananoque Town Of Old Fort Town Of Pageland Town Of Troy Tr Associates Treasurer City Of Detroit TTERTT Associates LLC Unifi Inc Uniform Color Co United States Attorney for the Eastern District of Michigan Valeo Inc Vespera Lowell Llc Village Of Holmesville

CREDITOR NOTICE NAME Phyllis A Hayes

ADDRESS1 9690 Deereco Rd Ste 200

ADDRESS2 PO Box 5126

CITY Timonium Ottawa Dorval Belleville Dorval Ottawa Chicago Chicago

STATE MD ON QC ON QC ON IL IL OH NY LA AL MI MI MI MI MI MI MI MI NC CA ON PA TN OH CT SC TN IL NH NC ON NC SC NC MI MI MI NC MI MI MI CT OH

ZIP 21093 K1A 1B1 H4Y 1G7 K8N 2S3 H4Y 1G7 K1A 9Z9 60604 60604 44122 10017-3954 71207 36104 48909 48909 48277-0833 48909 48918-0001 48909-8244 48226 48075 28602 937151192 K8V 5R1 19468 37247 44316-0001 06511 29728 38125 61802 03835 27828-1621 K7G 2T6 28762 29728 27371 48083 48232 48304 27410-6237 48089-3171 48226 48326-2356 06830 44633

COUNTRY

Canada Customs & Rev Agency Technology Ctr 875 Heron Rd 700 Leigh Capreol 11 Station St 700 Leigh Capreol Ottawa Technology Centre Angela Dodd 175 W Jackson Blvd Ste 900 Midwest Regional Office 175 W Jackson Blvd Ste 90 Brian Green Peter Pantaleo Erin Casey & Alice Eaton Charles C Trascher III Dept Of Commerce & Nat Res Matthew Rick Asst Attorney General State Of Michigan Mc State Secondary Complex Signature Square II Ste 220 425 Lexington Ave 1503 N 19th St Department Of Revenue PO Box 30004 PO Box 30754 Dept 77833 7150 Harris Dr PO Box 30015 430 W Allegan St Office of Child Support 211 W Fort St Ste 700 24901 Northwestern Hwy 302 1985 Blvd Se PO Box 1192 21 Albert St 155 S Limerick Rd Cordell Hall 1144 E Market St 475 Whitney Ave 126 North Pearl St 8155 TB Blvd 1306 E Triumph Dr 356 Main St 115 West Church St 30 King St East PO Box 520 PO Box 67 315 North Main St 200 E Big Beaver PO Box 33525 39400 Woodward Ste 250 7201 W Friendly Ave 12003 Toepher Rd 211 W Fort St Ste 2001 3000 University Dr 10 Livingston Pl 2nd Fl 205 Millersburg Rd

875 Heron Rd

Canada Canada Canada Canada Canada

25101 Chagrin Blvd Cleveland New York PO Box 2055 50 N Ripley St Monroe Montgomery Lansing Lansing Detroit Lansing Lansing Lansing Detroit Southfield Hickory Fresno Trenton Limerick Nashville Akron New Haven Pageland Memphis Urbana Farmington Farmville Gananoque Old Fort Pageland Troy Troy Detroit Bloomfield Hills Greensboro Warren Detroit Auburn Hills Greenwichn Holmesville

Jennifer Nelles US Trustee First Plaza County Of Fresno Jim Leyden TN Attorney Generals Office Steven C Bordenkircher Esq Stephen R Bellis Esq Michael F Geiger Esq

PO Box 30744

PO Box 2228

Canada

425 5th Ave N

PO Box 67

Farmville Downtown Partnership

PO Box 100

Canada

Fsia Inc CO Kojaian Mgmt Corp Randy Lueth Attn Civil Division Jerry Dittrich Blue Point Capital Bpv Lowell LLC

PO Box 113

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

Page 3 of 4

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CREDITOR NAME Village Of Rantoul Visteon Climate Control W9 Lws Real Estate Limited Wachtell Lipton Rosen & Katz Wellington Green LLC

CREDITOR NOTICE NAME

ADDRESS1 333 S Tanner One Village Center Dr

CITY Rantoul Van Buren Ste PO RFQ Office Township Charlotte New York Bingham Farms

ADDRESS2

STATE IL MI NC NY MI

ZIP 61866 48111 28262-2337 10019 48025

COUNTRY

co Lincoln Harris Llc Hal Novikoff

10101 Claude Freeman Dr Ste 200 N 51 W 52nd St 31100 Telegraph Rd Ste 200

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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EXHIBIT B

K&E 10968349.8

TRAVELERS TOWER II 26533 EVERGREEN ROAD SOUTHFIELD, MICHIGAN

LEASE

This Lease is made between Landlord and Tenant hereinafter identified in Sections 1(b) and 1(c) hereof, respectively, and constitutes a Lease between the parties of the "Demised Premises" in the "Building," as defined in Sections 2.2 and 2.1 hereof, respectively, on the terms and conditions and with and subject to the covenants and agreements of the parties hereinafter set forth. WITNESSETH: 1. Basic Lease Provisions.

The following are certain basic lease provisions, which are part of, and in certain instances referred to in subsequent provisions of, this Lease: (a) (b) Date of this Lease: Landlord: TTERTT ASSOCIATES, L.L.C., a Michigan limited liability company COLLINS & AIKMAN PRODUCTS CO., a Delaware corporation

(c)

Tenant:

(d)

Demised Premises:

The entire Tenth, Eleventh, Twelfth and Thirteenth Floors of the Building and the Third Floor space containing approximately 132,404 rentable square feet. June 1, 2006

(e)

Anticipated Commencement Date:

(f)

Expiration Date:

November 30, 2016

(g)

Basic Rental:

One Million Four Hundred Fifty Three Thousand Seven Hundred Ninety Five and 92/100 Dollars ($1,453,795.92) annually, payable in equal monthly installments of One Hundred Twenty One Thousand One Hundred Forty Nine and 66/100 Dollars ($121,149.66). 39%

(h)

Tenant's Share:

(i)

Tenant's Use:

In the Demised Premises, General office and, in the Deck Premises, the testing of automotive components. None Until the Commencement Date: 250 Stephenson Highway Troy, Michigan 48083 Subsequent to the Commencement Date: The Demised Premises

(j) (k)

Deposit: Tenant's Address for Notices:

(l)

Landlord's Address for Notices:

TTERTT Associates, L.L.C. c/o Kojaian Management Corporation 39400 Woodward, Suite 250 Bloomfield Hills, Michigan 48304 with a copy to: Grubb & Ellis Real Estate Management 26555 Evergreen Road, Suite 500 Southfield, Michigan 48076

(m)

Guarantor:

None

(n)

Guarantor's Address for Notices:

Not applicable

2.

Building and Demised Premises.

2.1 Landlord is the owner of certain land and improvements, more particularly described on Exhibit "A" hereto, at 26533 Evergreen Road, Southfield, Michigan, upon which Landlord has or will construct a building (hereinafter referred to as the "Building"), consisting of thirteen (13) stories, together with certain interior and exterior common and public areas and facilities, including the surface parking facilities (hereinafter referred to as the "Common Areas") as may be designated by Landlord for the use in common by tenants of the Building. The Building and appurtenant Common Areas are hereinafter referred to as the "Development." 1 Notwithstanding anything herein contained to the contrary, this Lease does not grant Tenant any rights to utilize any parking areas with the parking deck in the Development. See attached Rider. 2.2 Subject to the terms, covenants, agreements and conditions herein set forth, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, those certain premises (herein referred to as the "Demised Premises") designated in Section 1(d) hereof, as shown on the floor plan(s) attached hereto as Exhibit "B," together with the nonexclusive right to use the Common Areas. The square foot area of the Demised Premises, as well as the Building, shall be computed based upon the BOMA-American National Standard Z65.1-1996, and shall contain a proportionate share of the Common Areas of the Building. See attached Rider. 2.3 Landlord reserves (a) the right from time to time to make changes, alterations, additions, improvements, repairs or replacements in or to the Building (including the Demised Premises) and the fixtures and equipment thereof, as well as in or to the street entrances, halls, passages, elevators, escalators and stairways and other parts of the Building, and to erect, maintain, and use pipes, ducts and conduits in and through the Demised Premises, all as Landlord may reasonably deem necessary or desirable, (b) the right to eliminate, substitute and/or rearrange the Common Areas (which may theretofore have been so designated) as Landlord deems appropriate in its discretion and (c) the right from time to time to construct additional stories onto the Building. Tenant's nonexclusive right to utilize the Common Areas shall be in common with Landlord, other tenants and occupants of the Building and others to whom Landlord grants such rights from time to time. The Development will contain parking based upon a ratio of four (4) parking spaces for each One Thousand (1,000) square feet 2 of leased premises in the Building. In no event shall Tenant, its employees, customers, invitees and/or guests utilize in excess of Tenant's allocable portion of such parking spaces. 2.4 Landlord reserves the right from time to time upon at least sixty (60) days' advance written notice to relocate Tenant to other premises within the Building prior to or during the term of this Lease (hereinafter referred to as the "Term") so long as the useable area so substituted equals or exceeds the useable area of the Demised Premises. Landlord shall pay the Except as set forth on the attached Rider, notwithstanding in the parking deck and one (1) parking surface space for each One Thousand (1,000) square feet
2 1

reasonable relocation costs of Tenant in connection therewith, but Landlord shall not have any other liability with respect to such relocation. 3. Term.

3.1 The 3Term shall commence on that date (hereinafter referred to as the "Commencement Date") being the later to occur of the "Anticipated Commencement Date" set forth in Section 1(e) hereof and the date Landlord has substantially completed the improvements to be constructed or installed by Landlord pursuant to the provisions of Exhibit "C" hereto 4as provided in Section 4 hereof and, unless sooner terminated as hereinafter provided, shall end on the "Expiration Date" set forth in Section 1(f) hereof; provided, however, that if Tenant, with Landlord's prior written approval, shall take occupancy of the Demised Premises for any purpose whatsoever prior to the Commencement Date, as defined above, the Commencement Date shall be deemed to have occurred on the earlier date Tenant takes such occupancy. See attached Rider. 3.2 If Landlord, for any reason whatsoever, cannot deliver possession of the Demised Premises to Tenant on the Anticipated Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, and the Expiration Date shall 5not be affected. Notwithstanding the foregoing, if possession of the 6 Demised Premises has not been delivered to Tenant within 7three (3) years following the Anticipated Commencement Date, either Landlord or Tenant, at its option at any time within thirty (30) days thereafter, but prior to the delivery of possession, may terminate this Lease by and upon written notice to 8the other, and Landlord and Tenant shall thereupon be released from all obligations under this Lease except for any financial obligations of Tenant then due and payable, if any, pursuant to Section 4 hereof or Exhibit "C" hereto. See attached Rider. 4. Completion of Improvements.

(a) Except as provided in Section 3.2 hereof, prior to the Anticipated Commencement Date, Landlord shall complete the floor(s) on which the Demised Premises are located and shall construct or install in the Demised Premises the improvements to be constructed or installed by Landlord pursuant to Exhibit "C" hereto (hereinafter referred to as the "Standard Improvements"). Landlord shall not be required to incur overtime costs and expenses in performing such construction and/or installation. (b) With respect to the Standard Improvements, Tenant will furnish to Landlord all information regarding its partition, electrical and telephone requirements and all other pertinent data by not later than . Within five (5) days after Landlord's submission of working drawings, Tenant shall approve same in writing. If there are any changes requested by Tenant, after completion of the plans and specifications for the Standard Improvements and/or any additional improvements required by Tenant (hereinafter referred to as "Tenant's Plan"), Tenant will be responsible for all architectural and engineering costs and related expenses resulting from such changes. No changes will be made without written approval of Landlord after written request of Tenant. See attached Rider. (c) In the event Tenant desires to have improvements installed in the Demised Premises in addition to or in lieu of the improvements provided for in 9Tenant's Plans, Tenant shall so advise Landlord and submit to Landlord at least ninety (90) days' prior to the Anticipated Commencement Date, complete plans and specifications for such improvements. Tenant shall immediately cause such plans and specifications to be revised in order to comply with Landlord's comments to such plans and specifications. Upon approval of such plans and specifications by Landlord, Landlord shall advise Tenant of the cost of constructing and installing such improvements, and upon approval of such costs Landlord will commence construction and installation of such improvements; provided, however, that Tenant may revise such plans in term of this Lease (hereinafter referred to as the Term) with respect to the Tenth Floor 5 be extended by the period of such delay. 6 entire 7 one hundred twenty (120) days (subject to extension for Tenant delays and causes described in Section 38 hereof) 8 Landlord 9 the Approved
4 3

order to reduce such costs, subject to Landlord's approval. Tenant shall be responsible for all costs resulting from such additional work, including architectural and engineering charges. Notwithstanding anything contained to the contrary, if Tenant shall request any changes or modification to the plans and specifications after the approval thereof by Landlord, or if Tenant does not timely submit such plans and specifications or revisions thereof, or if such plans and specifications require materials which are not readily available or require long lead time, or if the completion of such construction and installation is delayed for any other reason attributable to Tenant including its failure to pay for the same as provided in Section 4(d) hereof, the Commencement Date shall not be delayed or postponed as a result thereof and the Commencement Date shall be the date which Landlord determines that the Demised Premises would have been ready but for such delays, even if the Demised Premises is not completed on the Commencement Date. (d) The cost of all improvements to the Demised Premises over and above the Standard Improvements shall be paid by Tenant as follows: (i) one-half (l/2) of such amount within ten (10) days after the approval of Tenant's plans and specifications by Landlord and the submission of the costs to Tenant, 11 (ii) one-quarter (1/4) of such amount within ten (10) days after Landlord has notified Tenant that such work is fifty percent (50%) completed, and (iii) the balance of such amount prior to occupancy of the Demised Premises by Tenant. In no event shall Landlord be required to commence or continue such work 12if Tenant defaults in its obligation to make the payments herein required.
10

(e) The Demised Premises shall be deemed completed and possession delivered to Tenant when Landlord has substantially completed its improvements subject only to the completion of details of construction, decorations and mechanical adjustments which do not materially interfere with Tenant's use of the Demised Premises, and Tenant shall accept the same upon notice from Landlord that such improvements have been so completed. If any dispute shall arise as to whether Landlord has completed its improvements, a certificate furnished by Landlord's architect certifying the date of such completion shall be conclusive and binding of that fact and date upon Landlord and Tenant. 5. Rental.

5.1 Tenant shall pay to Landlord as rental for the Demised Premises the Basic Rental set forth in Section 1(g) hereof, which shall be payable in equal monthly installments in advance, together with the rentals provided for in Section 5.3 hereof. See attached Rider. 5.2 The following terms shall have the following meanings.

(a) The term "Expenses" shall mean the actual cost incurred by Landlord with respect to the operation, maintenance, repair and replacement and administration of the Development, including, without limitation or duplication, (1) the costs incurred for air conditioning; mechanical ventilation; heating; cleaning (including janitorial services); rubbish removal; snow removal; general landscaping and maintenance; window washing, elevators, escalators, porter and matron services, electric current for the Common Areas; management fees; protection and security services; repairs, replacement, and maintenance; public liability and property damage insurance (including loss of rental income insurance); supplies; wages, salaries, disability benefits, pensions, hospitalization, retirement plans and group insurance respecting service and maintenance employees and management staff; accounting and administrative staff; uniforms and working clothes for such employees and the cleaning thereof; expenses imposed pursuant to any collective bargaining agreement with respect to such employees; payroll, social security, unemployment and other similar taxes with respect to such employees and staff; sales, use and other similar taxes; Landlord's Michigan Single Business Tax, water rates and sewer charges and personal property taxes; advertising, public relations and promotions; depreciation of movable equipment and personal property, which is, or should be, capitalized on the books of Landlord, and the cost of movable equipment and personal property, which need not be so capitalized, as well as the cost of maintaining all such movable equipment, and any other costs, charges and expenses which, under generally accepted accounting principles and practices, would be regarded as maintenance and operating expenses, and (2) the cost of any capital improvements made to the
10 11

Tenant Allowance and Tenants approval thereof 12 while Tenant is in default of 4

Development by Landlord that are intended to reduce other Expenses, or made to the Development by Landlord that are required under any governmental law or regulation that was not applicable to the Development at the time it was constructed, such cost to be amortized over such reasonable period as Landlord shall determine, together with interest on the unamortized balance at the rate of 13 two percent (2%) in excess of the then current "prime rate" published in The Wall Street Journal or such higher rate as may have been paid by Landlord on funds borrowed for the purpose of constructing such capital improvements. Expenses shall not include "Taxes," as defined in Section 5.2(d) hereof; depreciation on the Building other than depreciation on standard exterior window coverings provided by Landlord and carpeting in Common Areas and other than as set forth above; costs of services or repairs, replacements and maintenance which are paid for by proceeds of insurance, by other tenants (in a manner other than as provided in Section 5.3 hereof), or third parties; or tenant improvements, real estate brokers' commissions, interest and capital items other than replacements and those referred to in clause (2) above. The Expenses shall be adjusted to equal Landlord's reasonable estimate of Expenses had the total Building been occupied and had the total Building been furnished all services. Landlord shall have the right to aggregate the Expenses relating to the exterior Common Areas serving the Building and the exterior common areas serving 26533 Evergreen and allocate such Expenses between the Building and said other building on a reasonable and equitable basis. See attached Rider. (b) The term "Taxes" shall mean the amount incurred by Landlord of all ad valorem real property taxes and assessments, special or otherwise, levied upon or with respect to the Development, or the rent and additional charges payable hereunder, imposed by any taxing authority having jurisdiction. Taxes shall also include all taxes, levies and charges which may be assessed, levied or imposed in replacement of, or in addition to, all or any part of ad valorem real property taxes as revenue sources, and which in whole or in part are measured or calculated by or based upon the Development, the freehold and/or leasehold estate of Landlord or Tenant, or the rent and other charges payable hereunder. Taxes shall include any expenses incurred by Landlord in determining or attempting to obtain a reduction of Taxes. (c) The term "Tenant's Share" shall mean the percentage set forth in Section 1(h) hereof. Tenant's Share has been computed on the basis of the square foot area of the Demised Premises divided by the total leasable square foot area of the Building (including the Demised Premises). In the event the square foot area of the Demised Premises or the leasable square foot area of the Building shall be determined to differ from that utilized in computing Tenant's Share, Tenant's Share shall be adjusted accordingly. See attached Rider. 5.3 (a) Tenant shall pay to Landlord as additional rental Tenant's Share of Expenses and Taxes in the manner and at the times herein provided. See attached Rider. (b) With respect to Expenses and Taxes, prior to the Commencement Date and prior to the beginning of each calendar year thereafter, or as soon thereafter as practicable, Landlord shall give Tenant notice of Landlord's estimate of Tenant's Share of Expenses and Taxes for the ensuing calendar year. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of such estimated amounts, provided that until such notice is given with respect to the ensuing calendar year, Tenant shall continue to pay the amount currently payable pursuant hereto until after the month such notice is given. If at any time or times (including, without limitation, upon Tenant taking occupancy of the Demised Premises) it appears to Landlord that Tenant's Share of Expenses or Tenant's Share of Taxes for the then current calendar year will vary from Landlord's estimate by more than five percent (5%), Landlord may, by notice to Tenant, revise its estimate for such year and subsequent payments by Tenant for such year shall be based upon such revised estimate. Within ninety (90) days after the close of each calendar year, or as soon after such ninety (90) day period as practicable, Landlord shall deliver to Tenant a statement prepared by Landlord of Tenant's Share of Expenses and Taxes, respectively, for such calendar year and such
13

one percent (1%) 5

statements shall be final and binding upon Landlord and Tenant. If on the basis of either of such statements, Tenant owes an amount that is less than the estimated payments for such calendar year previously made by Tenant, Landlord shall credit such excess amount against the next payment(s) due from Tenant to Landlord of Expenses or Taxes, as the case may be, 14 If on the basis of such statement, Tenant owes an amount that is more than the estimated payments for such calendar year previously made by Tenant, Tenant shall pay the deficiency to Landlord within 15 seven (7) days after delivery of such statement. (c) If this Lease shall commence on a day other than the first day of a calendar year or terminate on a day other than the last day of a calendar year, Tenant's Share of Expenses and/or Taxes that is applicable to the calendar year in which such commencement or termination shall occur shall be prorated on the basis of the number of calendar days within such year as are within the Term. 5.4 The installment of the 16Basic Rental provided for in Section 5.1 hereof for the first full month of the Term shall be paid by Tenant to Landlord upon execution of this Lease. Basic Rental shall be paid to Landlord on or before the first day of each and every successive calendar month 17in advance after the first month during the Term. In the event the Commencement Date is other than the first day of a calendar month, or the Expiration Date is other than the last day of the calendar month, then the monthly rental for the first and last fractional months of the Term shall be appropriately prorated. 5.5 Tenant shall pay as additional rental any money and charges required to be paid by Tenant pursuant to the terms of this Lease, whether or not the same may be designated "additional rent." 5.6 Except as above provided, rental and additional rental shall be paid to Landlord without notice or demand and without deduction or offset, in lawful money of the United States of America at Landlord's address for notices hereunder or to such other person or at such other place as Landlord may from time to time designate in writing. All amounts payable by Tenant to Landlord hereunder, if not paid when due, shall be subject to an administrative late charge of five percent (5%) of the amount due and, in addition, shall bear interest from the due date until paid at the rate equal to two percent (2%) in excess of the then current "prime rate" published in The Wall Street Journal, 18 but not in excess of the legal rate. If no such prime rate is published, the prime rate shall be deemed to be 19 fifteen percent (15%) for purposes of Sections 5.2(a), 5.6 and 22 hereof. 6. Other Taxes Payable by Tenant.

In addition to the monthly rental and other charges to be paid by Tenant hereunder, Tenant shall reimburse Landlord upon demand for any and all taxes payable by Landlord (other than net income taxes and taxes included within Taxes) whether or not now customary or within the contemplation of the parties hereto: (a) upon, measured by or reasonably attributable to the cost or value of Tenant's equipment, furniture, fixtures and other personal property located in the Demised Premises or by the cost or value of any leasehold improvements made in or to the Demised Premises by or for Tenant, other than building standard tenant improvements made by Landlord, regardless of whether title to such improvements shall be in Tenant or Landlord; (b) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Demised Premises or any portion thereof; and (c) upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Demised Premises. In the event that it shall not be lawful for Tenant so to reimburse Landlord, the monthly rental payable to Landlord under this Lease shall be revised to net to Landlord the same rental after imposition of any such tax upon Landlord as would have been payable to Landlord prior to the imposition of any such tax.

14 15

or promptly refunded with respect to the last year of the Term. thirty (30) 16 Expenses and Taxes (at $7.25 per rentable square foot of the entire Demised Premises) for the first month of the Term 17 commencing January 1, 2007 18 or comparable newspaper 19 the successor rate reasonably comparable thereto, as reasonably selected by Landlord 6

7.

Use.

7.1 The Demised Premises shall be used only for the purposes of "Tenant's Use" as set forth in Section 1(i) hereof, and for no other purpose or purposes whatsoever. 7.2 Tenant shall not do or permit to be done in or about the Demised Premises, nor bring or keep or permit to be brought or kept therein, anything which is prohibited by or will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated, or which is prohibited by the standard form of property insurance policy, or will in any way increase the existing rate of or affect any fire or other insurance upon the Building or any of its contents, or cause a cancellation of any insurance policy covering the Building or any part thereof or any of its contents, or adversely affect or interfere with any services required to be furnished by Landlord to Tenant, or to any other tenants or occupants of the Building, or with the proper and economical rendition of any such service. Tenant shall not do or permit anything to be done in or about the Demised Premises which will in any way obstruct or interfere with the rights of other tenants of the Building, or injure or annoy them, or use or allow the Demised Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Demised Premises or commit or suffer to be committed any waste in, on or about the Demised Premises. If anything done, omitted to be done or suffered to be done by Tenant, or kept or suffered by Tenant to be kept in, upon or about the Demised Premises shall cause the rate of property or other insurance on the Building in companies acceptable to Landlord to be increased beyond the minimum rate from time to time applicable to the Building, Tenant shall pay the amount of any such increases. Tenant shall not cause or permit the use, generation, storage or disposal in or about the Demised Premises or the Building of any substances, materials or wastes subject to regulation under federal, state or local laws from time to time in effect concerning hazardous, toxic or radioactive materials, unless Tenant shall have received Landlord's prior written consent, which Landlord may withhold or at any time revoke in its sole discretion. See attached Rider. 8. Services.

8.1 Landlord shall maintain the Common Areas including any lobbies, stairs, elevators, corridors and restrooms, together with the windows and exterior walls, roofs, foundations and structure itself of the Building and the mechanical, plumbing and electrical equipment servicing the Building, in good order and condition 20 as reasonably determined by Landlord and the cost shall be included in Expenses, except for the repairs due to fire and other casualties (to the extent the cost of such repairs are covered by insurance proceeds) and for the repair of damages occasioned by the acts or omissions of Tenant, which Tenant shall pay to Landlord in full. 8.2 Landlord will arrange for the furnishing of electricity to the Demised Premises, and Landlord shall elect either: (i) to charge Tenant for electricity as determined by metering at the applicable secondary rates filed by Landlord with the proper regulating authorities in effect from time to time covering such services, but not more than the secondary rates which would be charged to Tenant by the public utility company; or (ii) to charge Tenant for electricity based upon engineering surveys of the Demised Premises and the use by Tenant thereof, including, at the option of Landlord, periodic spot check demand and/or consumption metering by Landlord. Such charge to Tenant for electricity shall be payable in monthly installments together with Basic Rental in the amount invoiced to Tenant. Engineering surveys shall be performed by independent licensed professional electrical engineering consultants selected by Landlord. From time to time during the Term, Landlord may inspect the Demised Premises in order to evaluate Tenant's kilowatt hour electric consumption and demand, and if as a result of such inspection, the amount charged to Tenant shall change because of changes in demand and/or consumption, or in the cost of electricity to Landlord, Landlord shall notify Tenant and commencing with the first day of the next calendar month, Tenant shall pay such revised charge in monthly installments. Notwithstanding anything herein contained to the contrary, Landlord reserves the right to terminate the furnishing of electricity at any time upon thirty (30) days' notice to Tenant, in which event Tenant shall make application directly to the utility company servicing the Building for Tenant's separate supply of electric current, and Landlord shall permit its wires and conduits to be used for such purposes, to the extent available and capable of being used safely. See attached Rider.

20

in a first-class manner 7

8.3 Landlord shall furnish the Demised Premises with (a) heat, ventilation and air conditioning to the extent required for the occupancy of the Demised Premises to standards of comfort and during such hours in each case as reasonably determined by Landlord for the Building (which hours, until Landlord shall otherwise designate, shall be from 8:00 a.m. to 6:00 p.m. on weekdays and from 8:00 a.m. to 12:00 p.m. on Saturdays; in each case except holidays), or as may be prescribed by any applicable policies or regulations adopted by any utility or governmental agency, (b) elevator service, and (c) janitorial service in accordance with Exhibit "D" hereto only to the areas of the Demised Premises used for office purposes during the times and in the manner that services are furnished in comparable first class office buildings in the area, provided that Landlord shall 21 not provide janitorial services to any portion of the Demised Premises used for other than office purposes such as preparing, dispensing or consumption of food or beverages or as an exhibition area or for storage, shipping room, washroom or similar purposes, or as private restrooms or a shop or for the operation of computer data processing, reproduction, duplicating or similar equipment. In addition, Landlord shall replace all burned out fluorescent (only) tubes, ballasts and starters, and Tenant shall be billed therefor. Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the rental herein reserved be abated by reason of: (1) the installation, use or interruption of use of any equipment in connection with the furnishing of any of the foregoing services, (2) failure to furnish or delay in furnishing any such services when such failure or delay is caused by accident or any condition beyond the reasonable control of Landlord or by the making of necessary repairs or improvements to the Demised Premises or to the Building, or (3) any limitation, curtailment, rationing or restriction on use of water, electricity, steam, gas or any other form of energy serving the Demised Premises or the Building. Landlord shall use reasonable efforts diligently to remedy any interruption in the furnishing of such services. Notwithstanding the provisions of this Section 8.3, Landlord shall not be required to provide ventilation and air conditioning to the Demised Premises as herein provided if Tenant shall utilize in the Demised Premises heat generating equipment or lighting other than building standard lights which affect the temperature otherwise maintained by the air conditioning system or if the Demised Premises are occupied by a number of persons in excess of the design criteria of the air conditioning system. See attached Rider. 8.4 Tenant shall pay as additional rent the cost of providing all heating, ventilating and air conditioning, including all costs associated with the installation of meters for measuring the same, to the Demised Premises in excess of that required for normal office use or during hours requested by Tenant when heating, ventilating and air conditioning is not otherwise furnished by Landlord. Tenant shall notify Landlord in writing at least twenty-four (24) hours prior to the time it requires heating, ventilating and air conditioning during periods the same are not otherwise furnished by Landlord. Notwithstanding the foregoing, Landlord shall only be required to provide heating, ventilating and air conditioning to the extent available utilizing the existing equipment servicing the Building. 9. Alterations and Repairs.

9.1 Tenant shall not make or suffer to be made any alterations, additions or improvements to or of the Demised Premises or any part thereof, or attach any fixtures or equipment thereto, without first obtaining Landlord's consent. All such alterations, additions and improvements shall be performed by contractors and subject to conditions specified by Landlord. If any such alterations, additions or improvements to the Demised Premises consented to by Landlord shall be made by Landlord for Tenant's account, Tenant shall reimburse Landlord for the cost thereof (including a reasonable charge for Landlord's overhead related thereto) as the work proceeds within five (5) days after receipt of statements therefor. All such alterations, additions and improvements shall become the property of Landlord upon their installation and/or completion and shall remain on the Demised Premises upon the expiration or termination of this Lease without compensation to Tenant unless Landlord elects by notice to Tenant to have Tenant remove the same, in which event Tenant shall promptly restore the Demised Premises to their condition prior to the installation of such alterations, additions and improvements. 9.2 Subject to the provisions of Section 8.1 hereof, Tenant shall keep the Demised Premises and every part thereof in good condition and repair, Tenant hereby waiving all rights to make repairs at the expense of Landlord or in lieu thereof to vacate the Demised Premises as provided by any law, statute or otherwise now or hereafter in effect. All repairs made by or on behalf of Tenant shall be made and performed in such manner as Landlord may designate, by contractors or mechanics approved by Landlord and in accordance with the rules relating thereto
21

only provide typical office janitorial services as provided in Exhibit D hereto 8

annexed to this Lease as Exhibit "E" and all applicable laws and regulations of governmental authorities having jurisdiction. Tenant shall, subject to the provisions of Section 9.1 hereof, at the end of the term hereof surrender to Landlord the Demised Premises in the same condition as when received, ordinary wear and tear and damage by fire, earthquake, act of God or the elements excepted. Landlord has no obligation and has made no promise to alter, remodel, improve, repair, decorate or paint the Demised Premises or any part thereof and no representations respecting the condition of the Demised Premises or the Building have been made by Landlord to Tenant except as expressly set forth herein. 10. Liens.

Any construction and/or mechanic's lien filed against the Demised Premises or the Building for work claimed to have been done or materials claimed to have been furnished to Tenant shall be discharged by Tenant within 22 ten (10) days thereafter. For the purposes hereof, the bonding of such lien by a reputable casualty or insurance company reasonably satisfactory to Landlord shall be deemed the equivalent of a discharge of any such lien. Should any action, suit, or proceeding be brought upon any such lien for the enforcement or foreclosure of the same, Tenant shall defend Landlord therein, by counsel satisfactory to Landlord, and pay any damages and satisfy and discharge any judgment entered therein against Landlord. 11. Destruction or Damage.

11.1 In the event the Demised Premises or any portion of the Building necessary for Tenant's occupancy are damaged by fire, earthquake, act of God, the elements or other casualty in each case insured against by Landlord's 23 fire and extended coverage insurance policy covering the Building and, if Landlord's reasonable estimate of the cost of making such repairs does not exceed the proceeds of such insurance by more than One Hundred Thousand Dollars ($100,000), Landlord shall forthwith repair the same if such repairs can, in Landlord's opinion, be completed within ninety (90) days after commencement of such repairs. This Lease shall remain in full force and effect except that an abatement of Basic Rental shall be allowed Tenant for such part of the Demised Premises as shall be rendered unusable by Tenant in the conduct of its business during the time such part is so unusable to the extent Landlord is reimbursed therefor by loss of rental income or other insurance. If such repairs cannot, in Landlord's opinion, be made within ninety (90) days, or if such damage or destruction is not insured against by Landlord's fire and extended coverage insurance policy covering the Building or if Landlord's reasonable estimate of the cost of making such repairs exceeds the proceeds of such insurance by more than One Hundred Thousand Dollars ($100,000), Landlord may elect, upon notice to Tenant within thirty (30) days after the date of such fire or other casualty, to repair or restore such damage, in which event this Lease shall continue in full force and effect, but the Basic Rental shall be partially abated as provided in this Section 11.1. If Landlord elects not to make such repairs, this Lease shall terminate as of the date of such election by Landlord, 24 11.2 A total destruction of the Building shall automatically terminate this Lease.

11.3 If the Demised Premises are to be repaired under this Article 11, Landlord shall repair at its cost any injury or damage to the Building itself and building standard tenant improvements in the Demised Premises to be constructed or installed by Landlord as set forth in 25 Exhibit "C." Tenant shall perform and pay the cost of repairing any other improvement in the Demised Premises and shall be responsible for carrying such casualty insurance as it deems appropriate with respect to such other tenant improvements. 12. Subrogation.

Landlord and Tenant shall each obtain from their respective insurers under all policies of fire insurance maintained by either of them at any time during the Term insuring or covering the Building or any portion thereof or operations therein, a waiver of all rights of subrogation which the insurer of one party might have against the other party, and Landlord and Tenant shall each indemnify the other against any loss or expense, including reasonable attorneys' fees, resulting from the failure to obtain such waiver and, so long as such waiver is outstanding, each party waives, to the extent of the proceeds received under such policy, any right of recovery against
22 23

thirty (30) property 24 with an abatement of Basic Rental as above provided. 25 the Approved Plans. 9

the other party for any loss covered by the policy containing such waiver; provided, however, that if at any time their respective insurers shall refuse to permit waivers of subrogation, Landlord or Tenant, in each instance, may revoke said waiver of subrogation effective 26thirty (30) days from the date of such notice, unless within such 27thirty (30) day period, the other is able to secure and furnish (without additional expense) equivalent insurance with such waivers with other companies satisfactory to the other party. 13. Eminent Domain.

If all or any part of the Demised Premises shall be taken as a result of the exercise of the power of eminent domain, this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of partial taking, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Demised Premises by notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Demised Premises taken shall be of such extent and nature as substantially to handicap, impede or impair Tenant's use of the balance of the Demised Premises. In the event of any taking, Landlord shall be entitled to any and all compensation, damages, income, rent, awards, or any interest therein whatsoever which may be paid or made in connection therewith, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease or otherwise. In the event of a partial taking of the Demised Premises which does not result in a termination of this Lease, the rental thereafter to be paid shall be reduced on a per square foot basis. See attached Rider. 14. Landlord's Insurance.

Landlord shall, during the Term, provide and keep in force or cause to be provided or kept in force: (a) Comprehensive general liability insurance with respect to Landlord's operation of the Development for bodily injury or death and damage to property of others; (b) All risks (also known as special cause of loss, including theft and leakage from fire protective devices) property insurance in respect of the Building, excluding Tenant's trade fixtures, equipment and personal property; (c) Loss of rental income insurance;

together with such other insurance as Landlord, in its sole discretion, elects to obtain. Insurance effected by Landlord shall be in amounts which Landlord shall from time to time determine reasonable and sufficient, shall be subject to such 28 deductibles and exclusions which Landlord may deem reasonable and shall otherwise be on such terms and conditions as Landlord shall from time to time determine reasonable and sufficient. Tenant acknowledges that Landlord's loss of rental income insurance may provide that (i) payments thereunder by the insurer will be limited to a period of one year following the date of any destruction and damage, and (ii) no insurance proceeds will be payable thereunder in the case of destruction or damage caused by any occurrence other than fire and other risks included in 29 the standard extended coverage endorsement perils of a fire insurance policy. 15. Indemnification and Tenant's Insurance.

15.1 Tenant hereby waives all claims against Landlord for damage to any property or injury or death of any person in, 30 upon or about the Demised Premises arising at any time and from any cause whatsoever, and Tenant shall hold Landlord harmless from any damage to any property or injury to or death of any person arising in, 31 on or about the Demised Premises. The foregoing indemnity obligation of Tenant shall include reasonable attorneys' fees, investigation costs and all other reasonable costs and expenses incurred by Landlord from the first notice that any claim or demand is to be made or may be made. The provisions of this Section 15.1 shall

26 27

sixty (60) sixty (60) 28 commercially reasonable 29 Landlords property insurance 30 or 31 or 10

survive the termination of this Lease with respect to any damage, injury or death occurring prior to such termination. 15.2 Tenant shall procure and keep in effect comprehensive general liability insurance, including contractual liability, with minimum limits of liability of One Million Dollars ($1,000,000) combined single limit (per occurrence and annual aggregate) for bodily injury or death, and property damage. From time to time, Tenant shall increase the limits of such policies to such higher limits as Landlord shall reasonably require. Such insurance shall name Landlord, Landlord's property manager (currently Grubb & Ellis Real Estate Management) and Kojaian Management Corporation as additional insureds, shall specifically include the liability assumed hereunder by Tenant, and shall provide that it is primary insurance and not excess over or contributory with any other valid, existing and applicable insurance in force for or on behalf of Landlord, and shall provide that Landlord shall receive thirty (30) days' notice from the insurer prior to any cancellation or change of coverage. 15.3 Tenant shall procure and keep in effect all risks (also known as special cause of loss fire insurance, including theft and leakage from fire protective devices) property insurance for the full replacement cost of Tenant's trade fixtures, equipment, personal property and leasehold improvements. 32 15.4 Tenant shall deliver policies of the insurance required pursuant to Sections 15.2 and 15.3 hereof or certificates thereof to Landlord on or before the Commencement Date, and thereafter at least thirty (30) days before the expiration dates of expiring policies. 16. Compliance with Legal Requirements.

Tenant shall promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force, with the requirements of any board of fire underwriters or other similar body now or hereafter constituted, with any occupancy certificate or directive issued pursuant to any law by any public officer or officers, as well as the provisions of all recorded documents affecting the Demised Premises, insofar as any thereof relate to or affect the condition, use or occupancy of the Demised Premises, excluding requirements of structural changes not related to or affected by improvements made by or for Tenant or not necessitated by Tenant's act. 17. Assignment and Subletting.

17.1 Except as expressly permitted pursuant to this Article 17, Tenant shall not, without the prior written consent of Landlord, assign, encumber or hypothecate this Lease or any interest herein or sublet the Demised Premises or any part thereof, or permit the use of the Demised Premises by any party other than Tenant. This Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law without the consent of Landlord. Sales aggregating fifty percent (50%) or more of the capital or voting stock of Tenant (if Tenant is a nonpublic corporation) or transfers aggregating fifty percent (50%) or more of Tenant's partnership interest (if Tenant is a partnership) or transfers aggregating fifty percent (50%) or more of the other ownership interests of Tenant (if Tenant shall be a limited liability company or other legal entity) shall be deemed to be an assignment of this Lease. See attached Rider. 17.2 If at any time or from time to time during the term of this Lease, Tenant desires to sublet all or any part of the Demised Premises or to assign this Lease, Tenant shall give notice to Landlord setting forth the proposed subtenant or assignee, the terms of the proposed subletting and the space so proposed to be sublet or the terms of the proposed assignment, as the case may be. Landlord shall have the option, exercisable by notice given to Tenant within twenty (20) days after Tenant's notice is given, (a) if Tenant's request relates to a subletting, either to sublet from Tenant such space at the rental and other terms set forth in Tenant's notice, or, if the proposed subletting is for the entire Demised Premises for the balance of the Term, to terminate this Lease or (b) if Tenant's request relates to an assignment, either to have this Lease assigned to Landlord or to terminate this Lease. If Landlord does not exercise such option, Tenant shall be free for a period of one hundred eighty (180) days thereafter to sublet such space or to assign this Lease to such third party if Landlord shall consent thereto, provided that the sublease or assignment shall be on the same terms set forth in the notice given to Landlord and that the rental

32

not installed pursuant to the Approved Plans 11

to such subtenant or assignee shall not be less than the then market rate for such premises. See attached Rider. In the event Tenant shall so sublet a portion of the Demised Premises, or assign this Lease, all of the sums or other economic consideration received by Tenant as a result of such subletting or assignment whether denominated rentals or otherwise, under the sublease or assignment, which exceed in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the Demised Premises subject to such sublease) shall be payable to Landlord as additional rental under this Lease without affecting or reducing any other obligation of Tenant hereunder. 17.3 Notwithstanding the provisions of Sections 17.1 and 17.2 hereof, Tenant may assign this Lease or sublet the Demised Premises or any portion thereof, without Landlord's consent and without extending any option to Landlord, to any corporation which controls, is controlled by or is under common control with Tenant, or to any corporation resulting from the merger or consolidation with Tenant, or to any person or entity which acquires all 33the assets of Tenant as a going concern of the business that is being conducted on the Demised Premises, provided that said assignee assumes, in full, the obligations of Tenant under this Lease. See attached Rider. 17.4 Regardless of Landlord's consent, no subletting or assignment shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the rental and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rental by Landlord from any other person shall not be deemed to be a waiver by Landlord or any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. Landlord may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and such action shall not relieve Tenant of liability under this Lease. 17.5 In the event Tenant shall assign this Lease or sublet the Demised Premises or request the consent of Landlord to any assignment or subletting or if Tenant shall request the consent of Landlord for any act that Tenant proposes to do, then Tenant shall pay Landlord's reasonable attorneys' fees and processing fees incurred in connection therewith. 18. Rules.

Tenant shall faithfully observe and comply with the rules and regulations annexed to this Lease as Exhibit "E" and, after notice thereof, all reasonable modifications thereof and additions thereto from time to time promulgated in writing by Landlord. Landlord shall not be responsible to Tenant for the nonperformance by any other tenant or occupant of the Building of any of such rules and regulations. See attached Rider. 19. Entry by Landlord.

19.1 Landlord and its designees may enter the Demised Premises at reasonable hours 34 to (a) inspect the same, (b) exhibit the same to prospective purchasers, lenders or tenants, (c) determine whether Tenant is complying with all of its obligations hereunder, (d) supply janitor service and any other services to be provided by Landlord to Tenant hereunder, (e) post notices of nonresponsibility, and (f) make repairs required of Landlord under the terms hereof or repairs to any adjoining space or utility services or make repairs, alterations or improvements to any other portion of the Building; provided, however, that all such work shall be done as promptly as reasonably possible. Tenant hereby waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Demised Premises or any other loss occasioned by such entry. 19.2 Landlord shall at all times have and retain a key with which to unlock all of the doors in, on or about the Demised Premises (excluding Tenant's vaults, safes and similar areas designated in writing by Tenant in advance); and Landlord shall have the right to use any and all
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or substantially all of and upon twenty four (24) hours advance written notice (except in emergency situation and pursuant to (d) below) 12

means which Landlord may deem proper to open said doors in any emergency in order to obtain entry to the Demised Premises, and any entry to the Demised Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into or a detainer of the Demised Premises or an eviction, actual or constructive, of Tenant from the Demised Premises, or any portion thereof. 20. Events of Default.

20.1 The occurrence of any one or more of the following events (hereinafter referred to as "Events of Default") shall constitute a breach of this Lease by Tenant: (a) if Tenant shall fail to pay the Basic Rental when and as the same becomes due and payable; 35 or (b) if Tenant shall fail to pay any other sum when and as the same becomes due and payable and such failure shall continue for more than ten (10) days; 36 or (c) if Tenant shall fail to perform or observe any other term hereof or of the rules and regulations referred to in Article 18 hereof to be performed or observed by Tenant, such failure shall continue for more than thirty (30) days after notice thereof from Landlord, and Tenant shall not within such thirty (30) day period commence with due diligence and dispatch the curing of such default, or, having so commenced, shall thereafter fail or neglect to prosecute or complete with due diligence and dispatch the curing of such default; or (d) if Tenant shall fail to perform or observe any provision of Article 4 hereof or Exhibit "C" hereto either prior or subsequent to the Commencement Date; or (e) if Tenant shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due or shall file a petition in bankruptcy, or shall be adjudicated as insolvent or shall file a petition in any proceeding seeking any reorganization, arrangements, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or fail timely to contest or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or any material part of its properties; or (f) if within ninety (90) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or if, within ninety (90) days after the appointment without the consent of acquiescence of Tenant, of any trustee, receiver or liquidator of Tenant or of any material part of its properties, such appointment shall not have been vacated; or (g) if this Lease or any estate of Tenant hereunder shall be levied upon under any attachment or execution and such attachment or execution is not vacated within ten (10) days. 37Notwithstanding the foregoing provisions of this Section 20.1, in the event Tenant shall fail to perform or shall default in the performance of any term, covenant or condition of this Lease on 38two (2) or more separate occasions during any twelve (12) month period, then even though such failures or defaults may have been cured by Tenant, any further failure or default by Tenant during the term of this Lease shall be deemed a default without the ability of cure by Tenant. 20.2 If, as a matter of law, Landlord has no right on the bankruptcy of Tenant to terminate this Lease, then, if Tenant, as debtor, or its trustee wishes to assume or assign this Lease, in addition to curing or adequately assuring the cure of all defaults existing under this Lease on Tenant's part on the date of filing of the proceeding (such assurances being defined below), Tenant, as debtor, or the trustee or assignee must also furnish adequate assurances of future performance under this Lease (as defined below). Adequate assurance of curing defaults means the posting with Landlord of a sum in cash sufficient to defray the cost of such a cure. Adequate assurance of future performance under this Lease means posting a deposit equal to three (3) months' rent, including all other charges payable by Tenant hereunder, such as the amounts payable pursuant to Article 5 hereof, and, in the case of an assignee, assuring Landlord that the assignee is financially capable of assuming this Lease, and that its use of the Demised Premises will not be detrimental to the other tenants in the Building or Landlord. In a reorganization under Chapter 11 of the Bankruptcy Code, the debtor or trustee must assume this Lease or assign it within one hundred twenty (120) days from the filing of the proceeding, or he shall be deemed to have rejected and terminated this Lease.

35 36

and such failure shall continue for more than ten (10) days after notice thereof from Landlord; after notice thereof from Landlord; 37 Notwithstanding anything herein contained to the contrary, Tenants current bankruptcy shall not constitute an Event of Default hereunder. 38 three (3) 13

21.

Remedies.

If any of the Events of Default shall occur, then Landlord shall have the following remedies: (a) Landlord at any time after the Event of Default, at Landlord's option, may give to Tenant three (3) days' notice of termination of this Lease, and in the event such notice is given, this Lease shall come to an end and expire (whether or not the Term shall have commenced) upon the expiration of such three (3) days, but Tenant shall remain liable for damages as provided in Article 22 hereof. (b) Either with or without terminating this Lease, Landlord may immediately or at any time after the Event of Default or after the date upon which this Lease shall expire, reenter the Demised Premises or any part thereof, without notice, either by summary proceedings or by any other applicable action or proceeding, or by force or otherwise (without being liable to indictment, prosecution or damages therefor), and may repossess the Demised Premises and remove any and all of Tenant's property and effects from the Demised Premises. (c) Either with or without terminating this Lease, Landlord may relet the whole or any part of the Demised Premises from time to time, either in the name of Landlord or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the Expiration Date, at such rental or rentals and upon such other conditions, which may include concessions and free rent periods, as Landlord, in its sole discretion, may determine. In the event of any such reletting, Landlord shall not be liable for the failure to collect any rental due upon any such reletting, and no such failure shall operate to relieve Tenant of any liability under this Lease or otherwise to affect any such liability; and Landlord may make such repairs, replacements, alterations, additions, improvements, decorations and other physical changes in and to the Demised Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of any liability under this Lease or otherwise affecting such liability. (d) Landlord shall have the right to recover the rental and all other amounts payable by Tenant hereunder as they become due (unless and until Landlord has terminated this Lease) and all other damages incurred by Landlord as a result of an Event of Default. (e) The remedies provided for in this Lease are in addition to any other remedies available to Landlord at law or in equity by statute or otherwise. 22. Termination upon Default.

Upon termination of this Lease by Landlord pursuant to Article 21 hereof, Landlord shall be entitled to recover from Tenant the aggregate of: (a) the worth at the time of award of the unpaid rental which had been earned at the time of termination; (b) the worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the then reasonable rental value of the Demised Premises during such period; (c) the worth at the time of the award of the amount by which the unpaid rental for the balance of the term of this Lease after the time of award exceeds the reasonable rental value of the Demised Premises for such period; and (d) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The "worth at the time of award" of the amounts referred to in clauses (a) and (b) above is computed from the date such rent was due or would have been due, as the case may be, by allowing interest at the rate of two percent (2%) in excess of the prime rate as published in The Wall Street Journal or, if a higher rate is legally permissible, at the highest rate legally permitted. The "worth at the time of award" of the amount referred to in clause (c) above is computed by discounting such amount at the discount rate of the Federal Reserve Bank of Chicago at the time of award, plus one percent (1%). 23. Landlord's Right to Cure Defaults.

All covenants, terms and conditions to be performed by Tenant under any of the terms of this Lease shall be at its sole cost and expense and without any abatement of rental. If Tenant shall fail to pay any sum of money, other than Basic Rental, required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder and such failure shall continue for thirty (30) days after notice thereof by Landlord, Landlord may, but shall not be 14

obligated so to do, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such other act on Tenant's part to be made or performed as in this Lease provided. All sums so paid by Landlord and all necessary incidental costs shall be deemed additional rental hereunder and shall be payable to Landlord on demand, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the nonpayment thereof by Tenant as in the case of default by Tenant in the payment thereof by Tenant as in the case of default by Tenant in the payment of Basic Rental. 24. Attorneys' Fees.

If 39 Landlord uses the services of an attorney in connection with (i) any breach or default in the performance of any of the provisions of this Lease, in order to secure compliance with such provisions or recover damages therefor, or to terminate this Lease or evict Tenant, or (ii) any action brought by Tenant against Landlord, or 40 (iii) any action brought against Tenant in which Landlord is made a party, 41Tenant shall reimburse 42 Landlord upon demand for any and all attorneys' fees and expenses so incurred by 43 Landlord. 25. Subordination.

25.1 This Lease is and shall be subject and subordinate, at all times, to (a) the lien of any mortgage or mortgages which may now or hereafter affect the Building, and to all advances made or hereafter to be made upon the security thereof and to the interest thereon, and to any agreements at any time made modifying, supplementing, extending or replacing any such mortgages, and (b) any ground or underlying lease which may now or hereafter affect the Building, including all amendments, renewals, modifications, consolidation, replacements and extensions thereof. Tenant shall attorn to any such mortgagee and/or ground or underlying lessor upon the date it acquires title to the Building. Tenant shall not have the right or option to terminate this Lease in the event title to the Building is acquired by such mortgagee or lessor. Any such mortgagee acquiring title to the Building through foreclosure, exercise of a power of sale or deed in lieu of foreclosure may, upon so acquiring title to the Building, at its sole option, accept this Lease on all of its terms and conditions or terminate this Lease and exercise the rights of foreclosure which are accorded the purchaser or foreclosing mortgagee pursuant to Michigan law. Tenant shall, upon such purchaser's or mortgagee's request, execute a new lease with such purchaser or mortgagee upon materially identical terms as this Lease. Notwithstanding the foregoing, at the request of the holder of any of the aforesaid mortgage or mortgages or the lessor under the aforesaid ground or underlying lease, this Lease may be made prior and superior to such mortgage or mortgages and/or such ground or underlying lease. See attached Rider. 25.2 At the request of Landlord, Tenant shall execute and deliver such further instruments as may be reasonably required to implement the provisions of this Article 25. Tenant hereby irrevocably, during the term of this Lease, constitutes and appoints Landlord as Tenant's agent and attorney-in-fact to execute any such instruments if Tenant shall failure or refuse to execute the same within ten (10) days after notice from Landlord. 25.3 If, as a condition of approving this Lease, Landlord's mortgagee shall request reasonable modifications of this Lease, Tenant shall not unreasonably withhold or delay its agreement to such modifications, provided that such modifications do not increase the obligations or materially and adversely affect the rights of Tenant under this Lease. 26. Merger.

The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation hereof, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subleases or subtenancies, or may, at the option of Landlord, operate as an assignment to it of any or all such subleases or subtenancies.

39 40

either party by Landlord against Tenant 41 the losing party 42 the prevailing party 43 the prevailing party 15

27.

Nonliability of Landlord.

27.1 In the event Landlord hereunder or any successor owner of the Building shall sell or convey the Building, all liabilities and obligations on the part of the original Landlord or such successor owner under this Lease accruing thereafter shall terminate, and thereupon all such liabilities and obligations shall be binding upon the new owner. Tenant shall attorn to such new owner. 27.2 Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining areas or any part of the area adjacent to or connected with the Demised Premises or any part of the Building or for any loss or damage resulting to Tenant or his property from theft or a failure of the security systems in the Building, or for any damage or loss of property within the Demised Premises from any cause other than solely by reason of the gross negligence or willful act of Landlord, and no such occurrence shall be deemed to be an actual or constructive eviction from the Demised Premises or result in an abatement of rental. 27.3 If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord's part to be performed, and, if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only against the right, title and interest of Landlord in the building and out of rents or other income from the building receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's right, title and interest in the Building, and neither Landlord nor any of the members or partners of Landlord shall be liable for any deficiency. 28. Estoppel Certificate.

At any time and from time to time upon ten (10) days' prior request by Landlord, Tenant will promptly execute, acknowledge and deliver to Landlord, a certificate indicating (a) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification), (b) the date, if any, to which rental and other sums payable hereunder have been paid, (c) that no notice has been received by Tenant of any default which has not been cured, except as to defaults specified in said certificate, and (d) such other matters as may be reasonably requested by Landlord. Any such certificate may be relied upon by any prospective purchaser, mortgagee or beneficiary under any deed of trust of the Building or any part thereof. See attached Rider. 29. No Light, Air or View Easement.

Any diminution or shutting off of light, air or view by any structure which may be erected on lands adjacent to the Building shall in no way affect this Lease or impose any liability on Landlord. 30. Holding Over.

It is hereby agreed that in the event of Tenant holding over after the termination of this Lease, thereafter the tenancy shall be from month to month in the absence of a written agreement to the contrary, and Tenant shall pay to Landlord a 44 daily occupancy charge equal to 45 seven percent (7%) of the monthly rental under Section 5 hereof for the last lease year (plus all other charges payable by Tenant under this Lease) for each day from the expiration or termination of this Lease until the date the Demised Premises are delivered in the condition required herein, and Landlord's right to damages for such illegal occupancy shall survive. 31. Abandonment.

If Tenant shall abandon or surrender the Demised Premises, or be dispossessed by process of law or otherwise, any personal property belonging to Tenant and left on the Demised Premises shall be deemed to be abandoned, or, at the option of Landlord, may be removed by Landlord at Tenant's expense.

44 45

monthly one hundred fifty percent (150%) 16

32.

Security Deposit.

Upon the execution of this Lease, Tenant has deposited with Landlord the "Deposit" in the amount set forth in Section 1(j) hereof. The Deposit shall be held by Landlord as security for the faithful performance by Tenant. If Tenant fails to pay rent or other charges due hereunder, or otherwise defaults with respect to any provision of this Lease, Landlord may, but shall have no obligation to, use, apply or retain all or any portion of the Deposit for the payment of any rent or other charge in default or for the payment of any other sum to which Landlord may become obligated by reason of Tenant's default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby. If Landlord so uses or applies all or any portion of the Deposit, Tenant shall within ten (10) days after demand therefor deposit cash with Landlord in an amount sufficient to restore the deposit to the full amount thereof. Landlord shall not be required to keep the deposit separate from its general accounts. If Tenant performs all of Tenant's obligations hereunder, the Deposit or so much thereof as has not theretofore been applied by Landlord, shall be returned, without payment of interest or other increment for its use, to Tenant (or, at Landlord's option, to the last assignee, if any, of Tenant's interest hereunder) at the expiration of the Term, and after Tenant has vacated the Demised Premises. No trust relationship is created herein between Landlord and Tenant with respect to the Deposit. 33. Waiver.

33.1 The waiver by Landlord of any agreement, condition or provision herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition or provision herein contained, nor shall any custom or practice which may grow up between the parties in the administration of the terms hereof be construed to waive or to lessen the right of Landlord to insist upon the performance by Tenant of the terms hereof in strict accordance with said terms. The subsequent acceptance of rental hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any agreement, condition or provision of this Lease, other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rental. 33.2 Landlord and Tenant hereby waive trial by jury in any action, proceeding, or counterclaim brought by Landlord or Tenant against the other on any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord to Tenant, the use or occupancy of the Demised Premises by Tenant or any person claiming through or under Tenant, any claim of injury or damage, and any emergency or other statutory remedy; provided, however, the foregoing waiver shall not apply to any action for personal injury or property damage. If Landlord commences any summary or other proceeding for nonpayment of rent or the recovery of possession of the Demised Premises, Tenant shall not interpose any counterclaim of whatever nature or description in any such proceeding, unless the failure to raise the same would constitute a waiver thereof. 34. Notices.

All notices, consents, requests, demands, designations or other communications which may or are required to be given by either party to the other hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or deposited in the United States mail, certified or registered, postage prepaid, and addressed as follows: to Tenant at the address set forth in Section 1(k) hereof, or to such other place as Tenant may from time to time designate in a notice to Landlord; to Landlord at the address set forth in Section 1(l) hereof, or to such other place as Landlord may from time to time designate in a notice to Tenant; or, in the case of Tenant, delivered to Tenant at the Demised Premises. In the event a Guarantor is listed in Section 1(m) hereof and such Guarantor executes this Lease, Landlord shall forward copies of all notice of default hereunder to the Guarantor at the address set forth in Section 1(n) hereof. Tenant hereby appoints as its agent to receive the service of all dispossessory or distraint proceedings and notices thereunder the person in charge of or occupying the Demised Premises at the time, and, if no person shall be in charge of or occupying the Demised Premises at the time, then such service may be made by attaching the same on the main entrance of the Demised Premises.

17

35.

Guaranty.

In the event a Guarantor is listed in Section 1(m) hereof and such Guarantor executes this Lease, the Guarantor, in consideration of the leasing of the Demised Premises to Tenant, and other good and valuable consideration, does hereby covenant and agree that: (a) The Guarantor does hereby absolutely, unconditionally and irrevocably guarantee to Landlord the full and complete performance of all of Tenant's covenants and obligations under this Lease and the full payment by Tenant of all rentals, additional charges and other charges and amounts required to be paid hereunder during the entire Term. Guarantor's obligations hereunder shall be primary and not secondary and are independent of the obligations of Tenant. A separate action or actions may be brought and prosecuted against Guarantor, (b) whether or not action is brought against Tenant or whether Tenant shall be joined in any such action or actions. At Landlord's option, the Guarantor may be joined in any action or proceeding commenced by Landlord against Tenant in connection with and based upon any covenants and obligations of this Lease, and the Guarantor hereby waives any demand by Landlord and/or prior action by Landlord of any nature whatsoever against Tenant. (c) The Guarantor consents to forbearance, indulgences and extensions of time on the part of Landlord being afforded to Tenant, the waiver from time to time by Landlord of any right or remedy on its part as against Tenant. The Guarantor hereby agrees that no act or omission on the part of Landlord, shall affect or modify the obligation and liability of the Guarantor hereunder. (d) This Guaranty shall remain and continue in full force and effect, notwithstanding (i) any alteration of this Lease by the parties thereto, whether prior or subsequent to the execution hereof, (ii) any renewal, extension, modification or amendment of this Lease, (iii) any subletting of the Demised Premises or assignment of Tenant's interest in this Lease. The Guarantor does hereby waive notice of any of the foregoing and agrees that the liability of the Guarantor hereunder shall be based upon the obligations set forth in this Lease as the same may be altered, renewed, extended, modified, amended or assigned. The Guarantor further waives all notice of the acceptance of this Guaranty and notice of breach, default or nonperformance by Tenant of its obligations under this Lease. (e) The Guarantor's obligations hereunder shall remain fully binding although Landlord may have waived one or more defaults by Tenant, extended the time of performance by Tenant, released, returned, or misapplied other collateral given later as additional security (including other guaranties) and released Tenant from the performance of its obligations under this Lease. In the event any action or proceeding be brought by Landlord to enforce this (f) Guaranty, or Landlord appears in any action or proceeding in any way connected with or growing out of this Guaranty, then and in any such event, the Guarantor shall pay to Landlord reasonable attorney's fees, but only if Landlord is successful in obtaining judgment. The Guarantor in any suit brought under this Guaranty does hereby submit to the jurisdiction of the courts of the State of Michigan and to venue in the circuit court of Oakland County, Michigan. (g) This Guaranty shall remain in full force and effect notwithstanding the institution by or against Tenant or bankruptcy, reorganization, readjustment, receivership or insolvency proceedings of any nature, or the disaffirmance of this Lease in any such proceedings or otherwise. (h) This Guaranty shall be applicable to and binding upon the heirs, representatives, successors and assigns of Landlord, Tenant and the Guarantor. 36. Complete Agreement.

There are no oral agreements between Landlord and Tenant affecting this Lease, and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between Landlord and Tenant or displayed by Landlord to Tenant with respect to the subject matter of this Lease or the Building. There are no representations between Landlord and Tenant other than those contained in this Lease and all reliance with respect to any representations is solely upon such representations.

18

37.

Corporate Authority.

If Tenant signs as a corporation, each of the persons executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a fully authorized and existing corporation, that Tenant has and is qualified to do business in Michigan, that the corporation has full right and authority to enter into this Lease 46, and that each and all of the persons signing on behalf of the corporation are authorized to do so. 38. Inability to Perform.

If, by reason of the occurrence of unavoidable delays due to acts of God, governmental restrictions, strikes, labor disturbances, shortages of materials or supplies or for any other cause or event beyond Landlord's reasonable control, Landlord is unable to furnish or is delayed in furnishing any utility or service required to be furnished by Landlord under the provisions of Article 8 hereof or any other provisions of this Lease or any collateral instrument, or is unable to perform or make or is delayed in performing or making any installations, decorations, repairs, alterations, additions, or improvements, whether required to be performed or made under this Lease or under any collateral instrument, or is unable to fulfill or is delayed in fulfilling any of Landlord's other obligations under this Lease or any collateral instrument, no such inability or delay shall constitute an actual or constructive eviction in whole or in part, or entitle Tenant to any abatement or diminution of rental or other charges due hereunder or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise. See attached Rider. 39. Covenant of Quiet Enjoyment.

Upon Tenant paying the rental and other charges due hereunder and performing all of Tenant's obligations under this Lease, Tenant may peacefully and quietly enjoy the Demised Premises during the term of this lease; subject, however, to the provisions of this Lease and to any mortgages or ground or underlying leases referred to in Article 25 hereof. 40. Miscellaneous.

40.1 The words "Landlord" and "Tenant" as used herein shall include the plural as well as the singular. If there be more than one Tenant, the obligations hereunder imposed upon Tenant shall be joint and several. 40.2 Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. 40.3 The agreements, conditions and provisions herein contained shall, subject to the provisions as to assignment, set forth in Article 17 hereof, apply to and bind the heirs, executors, administrators, successors and assigns of the parties hereto. 40.4 Tenant shall not without the consent of Landlord, use the name of the Building for any purpose other than as the address of the business to be conducted by Tenant in the Demised Premises. Landlord reserves the right to select the name of the Building and to make such changes of name as it deems appropriate from time to time. 40.5 If any provisions of this Lease shall be determined to be illegal or unenforceable, such determination shall not affect any other provisions of this Lease and all such other provisions shall remain in full force and effect. 40.6 Michigan. This Lease shall be governed by and construed pursuant to the laws of the State of

40.7 Upon Landlord's written request, Tenant shall promptly furnish Landlord, from time to time, but not more frequently than twice a year, financial statements reflecting Tenant's current financial condition. See attached Rider.

46

subject to approval by the Bankruptcy Court in which Tenants bankruptcy procedures are being held, 19

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date set forth in Section 1(a). WITNESS: TTERTT ASSOCIATES, L.L.C., a Michigan limited liability company By: Kojaian TTERTT Associates, L.L.C. a Michigan limited liability company, Regular Managing Member
By: Kojaian TTERTT Associates- MM, Inc.

a Michigan corporation, Manager By:


Mike Kojaian, President

LANDLORD"

COLLINS & AIKMAN PRODUCTS CO., a Delaware corporation

By:

By: TENANT"

20

RIDER TO LEASE BETWEEN TTERTT ASSOCIATES L.L.C., A MICHIGAN LIMITED LIABILITY COMPANY, AS LANDLORD, AND COLLINS & AIKMAN PRODUCTS CO., A DELAWARE CORPORATION, AS TENANT, COVERING PREMISES IN TRAVELERS TOWER II, SOUTHFIELD, MICHIGAN. Rider to Section 2.1 (a) (i) Notwithstanding anything herein contained to the contrary, Landlord shall designate an area of approximately 3,600 square feet (60 60) on the first level of the parking deck (hereinafter referred to as the Deck Premises) for Tenants exclusive use for the testing of automobile components. The Deck Premises shall be deemed a part of the Demised Premises for all purposes of this Lease except Sections 4, 5, 8.2, 8.3 and 11 hereof; provided, however, that Tenant shall not be required to pay any Basic Rental or additional rents and charges with respect to the Deck Premises, but Tenant shall pay all utility charges relating to the Deck Premises. (ii) Landlord shall renovate the Deck Premises in accordance with plans and specifications prepared by Tenant and approved by Landlord and all applicable governmental entities with jurisdiction, including the bringing of all necessary utility service thereto. Tenant shall revise such plans and specifications as required by Landlord. Landlord shall obtain all governmental permits and approvals relating to the renovations to the Deck Premises and Tenant shall cooperate with Landlord in obtaining the same. Tenant shall be responsible for obtaining any use permits relating to its use of the Deck Premises. The preparation and revision of such plans and specifications and the obtaining of all such governmental approvals and permits shall be at Tenants sole cost and expense. Notwithstanding anything herein contained to the contrary, Landlord makes no representations or warranties that Landlord and Tenant shall be able to obtain such governmental permits and approvals and the failure to obtain the same shall have no effect on Tenants obligations under or the validity of this Lease. (iii) Upon Landlords approval of such plans and specifications and obtaining all required governmental approvals for the renovations to the Deck Premises, Landlord shall construct such renovations at Tenants sole cost and expense in accordance with such approved plans and specifications and such government approvals and permits. (iv) Tenant shall indemnify and hold Landlord harmless from and against all costs, loss, expense or liability of any kind whatsoever arising out of the use and/or removal by Tenant of any of the renovations to the Deck Premises. Tenant shall maintain a commercial general liability insurance policy, including contractual liability, as set forth in Section 15.2 hereof, so long as the renovations to the Deck Premises are utilized by Tenant. Tenant shall also maintain property insurance covering such renovations in accordance with Section 15.3 hereof. (v) Notwithstanding anything herein contained to the contrary, Landlord shall maintain, repair and replace such renovations and the Deck Premises, including as a result of a fire or other casualty, at Tenants sole cost and expense. At the expiration or earlier termination of this Lease, at Tenants sole cost and expense, Landlord shall remove such renovations and repair any damage to the parking deck resulting from the installation, removal and/or use of the Deck Premises. (vi) Tenant shall reimburse Landlord for all such costs pursuant to Paragraphs (ii), (iii) and (v) above within thirty (30) days after receipt of an invoice therefor, together with appropriate supporting documentation. (b) (i) Landlord shall designate twenty five (25) surface parking spaces as reserved for Tenants exclusive use as shown on Exhibit B-1 hereto. Tenant shall have the right to utilize one (1) parking space for each one thousand (1,000) square feet of rentable area of the Demised Premises in the outdoor surface parking areas of the Development. (ii) Landlord shall designate a reserved parking area in the parking deck to accommodate four (4) parking spaces for each one thousand (1,000) square feet of rentable area of the Demised Premises (excluding the Deck Premises) Tenant shall have the right to cause Landlord to install gated card access to such areas and the cost thereof shall be charged against the Tenant Allowance, as hereinafter defined. (iii) Notwithstanding anything herein contained to the contrary, Landlord shall use commercially reasonable efforts to police Tenants right to utilize such parking spaces, 1

provided, that Landlord shall have no liability or responsibility to Tenant if such spaces are not available through acts or omissions of others. Rider to Section 2.2 (a) The common area factor utilized to determine the rentable square foot area of the Demised Premises pursuant to Section 2.2 hereof is three percent (3%). (b) Tenant shall have the right to utilize one half (1/2) of the Ninth Floor of the Building for the six (6) month period commencing on the Commencement Date for utilization by professionals retained by Tenant, including bankruptcy court appointed attorneys, consultants and auditors. Tenant acknowledges that Tenant shall accept such premises in their then as is condition and Landlord shall not be required to make any renovations or improvements therein. During the period of Tenants occupancy of such premises, such premises shall be deemed a part of the Demised Premises for all purposes of the Lease other than Sections 4, and 5 and Landlord shall not be required to provide janitorial services thereto; provided, however, Tenant shall not be required to pay any Basic Rental or additional rents and charges with respect to such premises. (c) During the Term, Landlord shall provide storage premises of four thousand five hundred sixty three (4,563) square feet as designated on Exhibit B-2 hereto. Such premises shall be deemed a part of the Demised Premises for all purposes of the Lease other than Sections 4 and 5 hereof; provided, however, Tenant shall not be required to pay any Basic Rental or additional rents and charges with respect to such premises. Tenant shall accept such storage premises in their then as is condition and Landlord shall not be required to make any renovations or improvements therein. (d) From and after the approval of this Lease by the Bankruptcy Court pursuant to Section 46 hereof and prior to the forty-fifth (45th) day after delivery of the entire Demised Premises to Tenant, Tenant shall have access and use of the Eighth Floor and one half (1/2) of the Ninth Floor of the Building for storage and staging of Tenants furniture, fixtures and equipment. Such occupancy shall be at Tenants sole risk and Landlord shall have absolutely no liability to Tenant for any damages or loss of Tenants property left in such premises during such period. During the period of Tenants occupancy of such premises, such premises shall be deemed a part of the Demised Premises for all purposes of the Lease other than Sections 4, and 5 and Landlord shall not be required to provide janitorial services thereto; provided, however, Tenant shall not be required to pay any Basic Rental or additional rents and charges with respect to such premises. Rider to Section 3.1 (a) Landlord shall complete the renovations to the Tenth Floor of the Demised Premises on or about the Anticipated Commencement Date and the balance of the Demised Premises shall be delivered on or about July 1, 2006. (b) Notwithstanding the provisions of Section 3.1 hereof, Tenant shall have the right to occupy the Demised Premises on a nonexclusive basis from and after the approval of this Lease by the Bankruptcy Court pursuant to Section 46 hereof in order for Tenant to install its wiring and trade fixtures, furniture and equipment in the Demised Premises and otherwise ready the same for its use. The Commencement Date shall not be deemed to have occurred as a result of such occupancy unless Tenant shall conduct business from the Demised Premises during such period nor as a result of the occupancy of the Eighth Floor and a portion of the Ninth Floor pursuant to Paragraph (d) of the Rider to Section 2.2 hereof. Such occupancy shall be at Tenants sole risk and Landlord shall have absolutely no liability to Tenant for any damages or loss of Tenants property left in the Demised Premises during such period. During such period, Landlord shall have the right to perform Landlords construction work in the Demised Premises in order to ready the same for Tenants use and occupancy and Tenant shall not interfere with Landlords construction work. Rider to Section 3.2 Notwithstanding anything to the contrary contained in Section 3.2 hereof, if the Tenth Floor of the Demised Premises is not substantially completed and delivered to Tenant within thirty (30) days after the Anticipated Commencement Date or if the balance of the Demised Premises are not substantially completed and delivered to Tenant within sixty (60) days after the 2

Anticipated Commencement Date, subject to Tenant delays and the provisions of Section 38 hereof, Tenant shall be entitled to a credit of the rent then payable by Tenant calculated on a per diem basis, of one day for each such day of delay after the thirtieth (30th) day after the Anticipated Commencement Date with respect to the Tenth Floor and sixty (60) days after the Anticipated Commencement Date with respect to the balance of the Demised Premises and continuing for a period of up to sixty (60) days with respect to each such portion of the Demised Premises. In addition, if the Tenth Floor of the Demised Premises is not substantially completed and delivered to Tenant within sixty one (61) days after the Anticipated Commencement Date or if the balance of the Demised Premises are not substantially completed and delivered to Tenant within ninety-one (91) days after the Anticipated Commencement Date, subject to Tenant delays and the provisions of Section 38 hereof, then Tenant shall be entitled to a credit of the rent then payable by Tenant calculated on a per diem basis, of two (2) days for each such day of delay after the sixty-first (61st) day after the Anticipated Commencement Date with respect to the Tenth Floor and the ninety first (91st) day after Anticipated Commencement Date with respect to the balance of the Demised Premises and continuing until the day prior to such substantial completion and delivery thereof to Tenant. Such abatement shall be applicable immediately following such delivery. Section 3.3 (a) Provided no Event of Default exists at the time of the exercise of such right or at such termination, Tenant shall have the right to terminate this Lease effective November 30, 2007. Tenant shall exercise such right, if at all, by written notice to Landlord on or before June 1, 2007. Together with such notice and as a condition precedent to such termination, Tenant shall pay to Landlord the sum of (i) One Million Dollars ($1,000,000) and (ii) the unamortized amount of the brokers commission and, subject to Section 3.3(b) hereof, the unamortized amount of the Tenant Allowance paid by Landlord relating to this Lease. Such amortization shall be computed on a straight line basis, commencing on the date the payment of Basic Rent commences with respect to the entire Demised Premises over the remaining term of this Lease. (b) Notwithstanding anything herein contained to the contrary, if Tenant exercises its right to terminate this Lease pursuant to Section 3.3(a) hereof prior to Landlords completion of the renovations to the Demised Premises, Tenant shall have the right to cause Landlord to cease such renovations simultaneously with or subsequent to the notice provided for in Section 3.3(a) hereof by written notice to Landlord (such notice is hereafter referred to as the Stop Notice). Landlord shall cease such renovation within three (3) business days after receipt of the Stop Notice, plus such longer period of time as required to give termination notices under the contracts to be terminated. In such event, Tenant shall reimburse Landlord (i) the sum of Four Hundred Thousand Dollars ($400,000) and (ii) all costs of demolition and renovation incurred by Landlord with respect to the Demised Premises, including without limitation, the costs to cancel or terminate all construction contracts relating to such demolition and renovations. Such amount shall be paid to Landlord within thirty (30) days after Tenants receipt of an invoice therefor, together with reasonable supporting documentation. If Tenant shall make such payment, Tenant shall not be required to pay the unamortized amount of the Tenant Allowance pursuant to Section 3.3(a) hereof. (c) If Tenant has elected to cause Landlord to cease construction pursuant to Section 3.3(b) hereof, from and after the date of Tenants notice to Landlord pursuant to Section 3.3(b) hereof, Landlord shall be deemed to have full possession of the Demised Premises and the right to further renovate the Demised Premises, at its sole cost and expense, and the right to lease all or portions of the same for Landlords account without releasing Tenant from its obligation to pay Basic Rent and other rents and charges under this Lease as herein provided. Rider to Section 4(a) (i) (A) On or before March 1, 2006, Tenant shall provide to Landlords general contractor for the renovations to the Demised Premises, Synergy Group, Inc. (hereafter referred to as Synergy), a space plan for the Demised Premises which shall be subject to the reasonable approval of Landlord. Tenant shall contract directly with Synergy to have the construction drawings and specifications prepared on a floor by floor basis in accordance with the approved space plan. The cost of preparing and revising the space plan and such construction plans and specifications shall be paid by Tenant without reimbursement. Such construction plans and specifications are hereinafter referred to as the Approved Plans.

(B) As soon as the Approved Plans are available, on a floor by floor basis, Synergy shall submit such Approved Plans to Tenant, together with a cost breakdown of the portions of such renovations which are covered by the unit costs set forth on Exhibit C-1 hereto. Within three (3) business days after receipt of such Approved Plans and cost breakdowns, on a floor by floor basis, Tenant shall provide written comments or approval to the same. Any delays resulting from Tenants failure to respond within such three (3) business day period or from revising the Approved Plans or such cost breakdown shall be deemed Tenant delays. (C) Except with respect to the work covered by unit prices, Synergy shall obtain at least three (3) competitive bids (where reasonably available) for all major trades (including, but not limited to, HVAC and electrical) constituting Landlords work. Tenant may add up to two (2) bidders for each trade to the bid list provided they are capable of performing quality work and Synergy has no reasonable objection to them. Such bids shall be submitted to Tenant prior to the award of the contract to which the same relate. The work shall be awarded to the low bidder, provided it is a responsible party (and reasonably acceptable to Synergy), its bid is complete and Synergy has no other reasonable objection to it. Based upon such competitive bids, Synergy shall submit the cost of Landlords work to Tenant, for Tenants approval, which approval shall not be unreasonably withheld. In the event Tenant does not approve or submit comments to such costs to Synergy within ten (10) days after receipt thereof, Tenant shall be deemed to have approved such costs. If Tenant does not approve such costs, Landlord and Tenant shall cooperate in order to revise the plans and specifications in a manner acceptable to the parties. The delay(s) resulting therefrom shall be deemed Tenant delays hereunder. (ii) (A) (1) Landlord shall complete the Demised Premises in accordance with the Approved Plans up to a cost of Three Million Three Hundred Ten Thousand One Hundred Dollars ($3,310,100) (Twenty Five Dollars ($25.00) per rentable square foot of the Demised Premises) (the Tenant Allowance). Tenant may utilize the Tenant Allowance for the improvements to the Deck Premises and the Generator. Tenant shall pay all costs in excess of the Tenant Allowance in accordance with the provisions of Section 4(d) hereof. (2) In computing Landlords cost of completing the Demised Premises, Landlord shall not be entitled to any fee, but Synergy, which is a related party to Landlord, shall receive a six percent (6%) fee for overhead and general conditions (other than permits and cleanup, including dumpsters, which shall be charged against the Tenant Allowance) and a five percent (5%) fee for profit. (B) In the performance of Landlords work, Landlord shall cause the Demised Premises to be in compliance with all federal, state and local codes and ordinances and the cost thereof shall be charged against the Tenant Allowance. (C) Subject to Section 46(b) hereof, notwithstanding anything herein contained to the contrary, Landlord shall not commence such construction until it has received Bankruptcy Court approval of this Lease pursuant to Section 46(a) hereof. (iii) (A) Prior to the Commencement Date, Landlord, at its sole cost and expense (without charge against the Tenant Allowance), shall construct a new drop off area and visitors parking area substantially in accordance with Exhibit B-3 hereto. (B) Within six (6) months of Tenants bankruptcy plan for reorganization having been confirmed by the Bankruptcy Court and the Courts order of confirmation becomes effective, Landlord, at its sole cost and expense (without charge against the Tenant Allowance), shall renovate the lobby of the Building in accordance with plans and specifications prepared by Landlord and reasonably approved by Tenant; provided, that in no event shall Landlord be required to expend in excess of Two Hundred Fifty Thousand Dollars ($250,000) for such renovations to the lobby. Rider to Section 5.1 Notwithstanding anything herein contained to the contrary, Tenant shall not be required to pay any basic Rental hereunder through and including December 31, 2006.

Rider to Section 5.2(a) (a) Expenses shall not include the following:

(i) The cost incurred in connection with the construction or refurbishing the Building unless otherwise specifically provided herein. (ii) The cost of leasehold/construction improvements for any other tenant in the Building in preparation for a tenants new or continued occupancy. (iii) Salaries and benefits of officers, directors, executive personnel, leasing agents and/or any other employees above the rank of building manager. (iv) Legal fees, space planning fees, architectural fees, engineering fees, real estate commissions, marketing, advertising or any expenses incurred in connection with the development or leasing of the Building. (v) Any excess cost included in operation expenses, including but not limited to management fees, representing an amount paid to a person, firm, corporation or other entity related to Landlord which is in excess of the amount which would have been paid in the absence of such relationship. (vi) Cost of selling, syndicating, financing, mortgaging, or hypothecating any of Landlords interest in the Building or any of its improvements. (vii) Cost associated with the operation of the business of the legal entity which constitutes Landlord as the same is separate and apart from the cost and operation of the Building, including legal entity formation, internal entity accounting and legal matters. (viii) Costs of disputes, including defending any lawsuits, between Landlord and any third parties and/or any employee and/or agent of Landlord. (ix) Any late fees, penalties, interest charges, and/or any costs of Landlord indebtedness. (x) The cost of installing, operating and maintaining any specialty service at the Building (e.g., health club, lunch room). (xi) The cost of any work or service performed for any tenant of the Building to a materially greater extent or in a materially more favorable manner than that available to Tenant on a comparable basis. (xii) Except as otherwise provided in this Lease, the cost for any repairs, alterations, additions, changes, replacements and other items which under generally accepted accounting principles are properly classified as capital expenditures. (xiii) Income, excess profits or franchise taxes or other such taxes imposed on or measured by the income of Landlord from the operation of the Building. (xiv) Cost incurred due to violation by Landlord or any tenant of the Building of the terms of any lease or any laws, rules, regulations or ordinances applicable to the Building. (xv) The cost of any items for which the Landlord is reimbursed by insurance proceeds, condemnation awards, a tenant or otherwise. (xvi) Any costs incurred after the expiration or earlier termination of the Term and not applicable to periods prior to the expiration or earlier termination of the Term. (xvii) Unrecovered expenses directly resulting from the gross negligence of the Landlord, its agents, servants or employees. (b) For purposes of Section 5.2(a) hereof, snow removal, insurance, costs of governmental compliance and utility costs are hereinafter referred to as Special Costs and shall not be deemed Capped Costs. Notwithstanding anything to the contrary set forth in Section 5

5.2(a) hereof, Tenants Share of Capped Costs shall not exceed an amount equal to the Cap as hereinafter defined. For the 2008 calendar year, the Cap shall be one hundred four and one half percent (104%) multiplied by the Capped Costs included for the 2007 calendar year. For the 2009 calendar year and each successive calendar year thereafter, the Cap shall be one hundred four and one half percent (104%) multiplied by the Cap for the immediately preceding calendar year. It is understood and agreed that the foregoing shall not be construed to limit and Tenant shall at all times be required to pay Tenants full share of the Special Costs included within the Additional Expenses. Rider to Section 5.2(c) Notwithstanding anything herein contained to the contrary, for the period from the Commencement Date through the date the entire Demised Premises has been delivered to Tenant, Tenants Share shall be the rentable square foot area of that portion of the Demised Premises which has been delivered to Tenant and the denominator of which shall be 339,526 square feet. Rider to Section 5.3(a) Notwithstanding anything herein contained to the contrary, Tenants Share of Expenses and Taxes for the first twenty four (24) full calendar months of the Term shall not exceed Seven and 25/100 Dollars ($7.25) per rentable square foot of the Demised Premises per annum. Rider to Section 7.2 (a) Notwithstanding the provisions of section 7.2 hereof, Tenant may utilize materials which are normally used for general office purposes notwithstanding that the same may be hazardous materials, provided Tenant utilizes, stores and disposes of the same in accordance with all applicable laws and regulations. (b) Landlord represent, that to the actual knowledge of Landlord, the Demised Premises do not contain any asbestos containing materials. Rider to Section 8.2 Notwithstanding anything to the contrary set forth in Section 8.2 hereof, the initial Demised Premises described in Section 1(d) hereof and any additional premises leased by Tenant consisting of an entire Floor shall be provided with submetered electric service.

Rider to Section 8.3 Notwithstanding anything to the contrary herein contained, in the event any services required to be provided by Landlord pursuant to Section 8.3 hereof are not provided due to Landlords negligence and Tenant is unable to operate in all or any portion of the Demised Premises as a result thereof for in excess of three (3) consecutive business days, then the Basic Rental and all other rents and charges hereunder shall abate from and after the expiration of such three (3) consecutive business day period until such services are restored or Tenant again commences operations therein with respect to such portion of the Demised Premises in which Tenant is unable to so operate. Such abatement shall be Tenants sole remedy for Landlords failure to provide such services. Rider to Section 13 In addition to the items set forth in Section 13 hereof, Tenant may make a claim for an award against the condemning authority, but not Landlord, for any items Tenant is entitled to under applicable law which does not reduce Landlords award. Rider to Section 17.1 Landlord agrees that it will not unreasonably withhold its consent to a proposed assignment of this Lease or subletting of the Demised Premises by Tenant; provided, however, that Tenant shall not sublet any portion of the Demised Premises or assign this Lease for any medical or dental use or to any governmental or quasi-governmental agencies. In determining reasonableness, Landlord may take into consideration all relevant factors surrounding the 6

proposed assignment or subletting, including, without limitation, (i) the business reputation of the proposed assignee or subtenant and its officers, directors and stockholders, (ii) the nature of the business of the proposed assignee or subtenant and its effect on the other tenants of the Building, (iii) the financial condition of the proposed assignee or subtenant, and (iv) restrictions, if any, contained in leases or other agreements affecting the Building. Rider to Section 17.2 Notwithstanding the provisions of Section 17.2 hereof, Tenant shall have the right to vitiate Landlords sublease of such space to subparagraph (a) of Section 17.2 hereof or Landlords termination of this Lease pursuant to subparagraph (b) of Section 17.2 hereof by written notice to Landlord withdrawing the request for Landlords consent to such sublease or assignment, such notice to be given to Landlord, if at all, within fifteen (15) days after receipt by Tenant of such notice from Landlord. Rider to Section 17.3 Landlord acknowledges that the sale of all or substantially all of Tenants assets other than its interest in Collins & Aikman Fabrics, Inc., Southwest Laminates, Inc. and/or Dura Convertible Systems, Inc. shall constitute the sale of all or substantially all of Tenants assets for purposes of Section 17.3 hereof. Rider to Section 18 All such rules and regulations shall be reasonable and enforced in a non-discriminatory basis. Rider to Section 25.1 Within sixty (60) days after the date of the approval of this Lease by the Bankruptcy Court, Landlord shall deliver to Tenant a non-disturbance agreement from the mortgagee of the Development. With respect to any further subordination of this Lease to any mortgage, Landlord shall provide a non-disturbance agreement to Tenant as a condition to Tenants subordinating this Lease to such mortgage. Each such non-disturbance agreement shall be in form reasonably acceptable to Tenant. Rider to Section 28 At Tenants request, Landlord shall supply Tenant with a comparable certificate. Rider to Section 38 If either Landlord or Tenant shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of any strike, lockout, labor trouble, inability to procure materials, failure of power, restrictive governmental laws or regulations, riot, insurrection, picketing, sit-in, war or other reason of a like nature not attributable to the negligence or fault of the party delayed in performing work or doing any act required under the terms of this Lease, then the performance of such work or act shall be excused for the period of the unavoidable delay and the period for the performance of any such work or act shall be extended for an equivalent period. Notwithstanding the foregoing, the provisions of this Section 38 shall not operate to excuse Tenant from the prompt payment of the Base Rental or any other payments required by the terms of this Lease. 41. Right of First Offer

(a) At any time during the first twenty four (24) months of the Term until Landlord provides Tenant the Right of First Refusal Notice pursuant to Section 42 hereof and provided no Event of Default exists, Tenant shall have the right to lease (i) all of the Second Floor Space, (ii) one-half (1/2) or all of the Ninth Floor and/or (iii) one-half (1/2) or all of the Eighth Floor (hereinafter referred to as the Expansion Premises), provided, however if Tenant elects to lease one-half (1/2) of either or both of the Ninth or Eight Floor, the configuration thereof shall be subject to Landlords reasonable approval. Tenant shall exercise its right to lease such Premises pursuant to this Section 41 by written notice to Landlord. Notwithstanding the foregoing, if Landlord provides Tenant with the Right of First Refusal Notice pursuant to Section 42 hereof, Tenant may exercise such right with respect to the portion of the Second Floor Space, the Ninth 7

Floor or the Eighth Floor so designated in Landlords Notice within fifteen (15) days after receipt of such Notice and Tenant shall lease the same upon the terms and conditions of this Section 41. (b) (i) Within thirty (30) days after Tenants exercise of its right to lease such portion of the Expansion Premises, Tenant shall submit construction plans and specifications relating to such premises to Landlord and after approval of such plans and specifications pursuant to Section 4 hereof, Landlord shall renovate such premises in accordance with the provisions of Section 4 hereof. (ii) Tenant shall receive an improvement allowance equal to Twenty Five Dollars ($25.00) per rentable square foot of such premises, multiplied by a fraction, the numerator of which is the number of calendar months from the date rent commences with respect to such premises until the end of the Term and the denominator of which is one hundred twenty six (126) (hereinafter referred to as the Renovation Allowance). Tenant shall pay all costs in excess of the Renovation Allowance in accordance with Section 4(d) of this Lease. (c) The Basic Rental for such premises shall be Ten and 98/100 Dollars ($10.98) per square foot and the terms and conditions shall be the same as set forth in this Lease with the expiration of the term for such premises being coterminous with the expiration of the Term. Tenant shall commence the payment of Basic Rental for such premises and Tenants Share shall be increased to reflect such premises upon the completion of the improvements and the delivery of such premises to Tenant. (d) Notwithstanding anything contained to the contrary, except as provided in Section 41(a) hereof, Tenants rights to lease any premises pursuant to this Section 41 shall be terminated with respect to any premises upon Tenants receipt of the Right of First Refusal Notice with respect thereto; provided, however, that if Tenant receives the Right of First Refusal Notice with respect to the Ninth or Eighth Floor (or a Substitute Floor) and Tenant does not exercise its right to lease the same pursuant to this Section 41, Tenants right of first offer pursuant to this Section 41 shall apply to the next highest floor which is then unoccupied (the Substitute Floor). Notwithstanding anything herein contained to the contrary, if at anytime there are no further Substitute Floors available in the Building, this Section 41 shall be of no further force or effect. (e) The terms and provisions of Section 43 hereof shall be applicable to such premises and the leasing thereof. 42. Right of First Refusal

(a) Provided no Event of Default exists at the time of the exercise of such right, if Landlord receives an acceptable offer to lease all or any part of the Expansion Premises, Landlord shall notify Tenant of such availability in writing (herein referred to as the Right of First Refusal Notice), and Tenant shall have a right to lease the same upon the terms and conditions contained in Landlords notice, subject to Section 41(a) hereof. (b) Tenant shall have fifteen (15) business days from the date of the Right of First Refusal Notice to advise Landlord in writing that Tenant exercises its right to lease the same. Failure by Tenant to notify Landlord within the time specified shall constitute Tenants waiver of its right to add such premises as part of the Demised Premises with respect to such offer; provided, that Landlord leases such premises substantially in accordance with the terms of such offer so disclosed to Tenant. If such premises shall thereafter become available (but not with respect to renewals of existing leases and subject to expansion rights of other tenants), the same shall again be offered to Tenant as herein provided. (c) Landlord shall have no liability or responsibility for delays in delivering the Expansion Premises as a result of any occupants failure to vacate such Premises at the end of its lease, but Landlord shall immediately institute proceedings to obtain possession of such Premises and this Lease with respect to such premises shall not commence until such Premises are delivered to Tenant as provided in the Right of First Refusal Notice. (d) The terms and provisions of Section 43 hereof shall be applicable to such premises and the leasing thereof.

43.

Provisions Relating to Expansion Premises

Prior to the delivery of possession of any portion of the Expansion Premises pursuant to Sections 41 and/or 42 hereof, Landlord and Tenant shall execute an amendment to this Lease reflecting the addition of such Premises to the Demised Premises, the additional Basic Rental, the change in Tenants Share and any other revisions necessary due to the inclusion of such portion of the Expansion Premises within the Demised Premises. 44. Signs

(a) Tenant shall have the exclusive right to place its signs upon the north and south sides of the exterior of the Building. The location, size and design of such signs shall be subject to the approval of all applicable governmental authorities, Landlord, and Tenant. Landlord shall use its commercially reasonable efforts to obtain all necessary governmental approvals, at Tenants expense. (b) Landlord shall construct a monument sign near the main entrance to the Building and Tenant shall be permitted to place its sign panel thereon; provided that the construction and placement of such monument and sign panel shall be subject to the approval of all governmental authorities and Landlord. Tenant shall reimburse Landlord the cost of such monument. (c) Tenant shall be responsible for the cost of fabricating, installing and removing such signs and sign panel pursuant to Sections 44(a) and (b) hereof, which fabrication, installation and removal shall be performed by Landlord or Landlords contractors; provided, however, that the monument shall not be removed. In addition, Tenant shall reimburse Landlord for all costs and expenses incurred by Landlord for the maintenance, operation and repair of the signs referred to in Sections 44(a) and (b) hereof and the cost of repairing any damage to the Building resulting from the removal of such signs. (d) Tenant shall reimburse Landlord for all such costs pursuant to Sections 44(a), (b) and (c) hereof within thirty (30) days after Tenants receipt of an invoice therefor, together with appropriate supporting documentation. (e) Notwithstanding anything herein contained to the contrary, no assignee or subtenant of Tenant, other than an affiliate shall have the right to the signs described in Section 44(a) and (b) hereof without Landlords written approval, which approval shall not be unreasonably withheld. If such approval is not granted, Landlord may remove the signs referred to in Sections 44(a) and (b) hereof at Tenants sole cost and expense. For purposes hereof, an affiliate is any entity which controls, is controlled by or is under common control with Tenant. 45. Landlords Default

In the event Landlord fails to commence any repairs to the Demised Premises within thirty (30) days after receipt of written notice from Tenant to Landlord and Landlords mortgagee, and/or Landlord thereafter fails to diligently prosecute the completion of such repairs, Tenant shall give to Landlord an additional thirty (30) days written notice and if Landlord fails to commence such repairs within ten (10) days after receipt of such second notice and to diligently prosecute the same, Tenant shall have the right to make such repairs to the Demised Premises. In such event, Tenant shall perform such work in a good and workmanlike manner and the cost therefor shall be reasonable and competitive in the marketplace. Tenant shall submit invoices for the actual reasonable cost of making such repairs and Landlord shall reimburse Tenant the reasonable cost thereof within thirty (30) days after receipt of such invoices; provided, however, that if Landlord fails to make such payment within such thirty (30) day period, Tenant may deduct such amount from the next rentals payable hereunder. If the cost of such repairs would be an item of Expenses if such repair was performed by Landlord, the amount paid to Tenant by Landlord (or deducted from rent) shall be included in Expenses. 46. Bankruptcy Court Approval

(a) Tenant shall as soon as possible apply to the Bankruptcy Court in which Tenants bankruptcy proceedings are being held in order to obtain an appropriate order of such Bankruptcy Court approving this Lease and take all appropriate reasonable action to obtain such order. Tenant shall keep Landlord reasonably advised of its progress in obtaining such order and upon such order being obtained, Tenant shall deliver a true copy thereof to Landlord.

(b) If such order is not delivered to Landlord on or before March 16, 2006, the period between March 16, 2006 and the date such order is so delivered shall constitute a Tenant delay pursuant to Section 4(c) hereof. (c) If such order is not delivered to Landlord on or before April 15, 2006, Landlord shall have the right to terminate this Lease by written notice to Tenant at any time after April 15, 2006 and prior to such delivery. 47. Electric Generator

(a) At no additional cost to Tenant, Landlord will provide Tenant with the area designated by Landlord either on the roof of the Building or adjacent to the Building at ground level for installation of a generator (herein referred to as the Generator). However, Landlord shall at Tenants sole cost and expense screen such areas with materials reasonably acceptable to Landlord and Tenant shall be responsible for the cost of returning such area to its original condition at the termination of this Lease. Tenant shall be responsible for the operation of the Generator. (b) (i) The Generator shall be designed, constructed, maintained and repaired by Landlord at Tenants sole cost and expense and Tenant shall reimburse Landlord for all reasonable and actual costs incurred by Landlord in connection therewith, including legal fees, architectural and engineering fees and others. In addition, if natural gas is utilized in the Generator, Tenant shall be responsible for all charges relating to the supply of natural gas to the Generator, including installation, metering and consumption and if diesel fuel is utilized in the Generator, Tenant shall be responsible for the delivery thereof to the Generator, at Tenants sole cost and expense. (ii) The Generator shall be designed, constructed, operated, maintained and repaired in accordance with all applicable zoning ordinances and regulations and all applicable laws and ordinances and in accordance with plans and specifications approved by Landlord. (iii) Landlord shall obtain all necessary governmental permits and approvals in connection with the Generator, at Tenants cost. (iv) Tenant shall indemnify and hold Landlord harmless from and against all costs, loss, expense or liability of any kind whatsoever arising out of the installation, use and/or removal by Tenant of the Generator. Tenant shall maintain a comprehensive general liability insurance policy, including contractual liability, as set forth in Section 15.2 hereof, so long as the Generator is under construction, in place and/or being removed. (v) All amount to be paid by Tenant to Landlord pursuant to this Section 47 shall be paid by Tenant to Landlord within thirty (30) days after Tenants receipt of an invoice therefor, together with appropriate supporting documentation. 48. Consents and Approvals

Whenever the consent or approval of a party is required pursuant to the terms of this Lease, such consent or approval shall not be unreasonably withheld, conditioned or delayed, subject however to the specific provisions of the Rider to Section 17.1 hereof with respect to assignment and subletting.

The remainder of this page has been intentionally left blank.

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49.

Waiver of Liens on Personal Property

Landlord hereby waives any statutory lien against any or all of Tenants personal property. TTERTT ASSOCIATES, L.L.C., a Michigan limited liability company By: Kojaian TTERTT Associates, L.L.C. a Michigan limited liability company, Regular Managing Member
By: Kojaian TTERTT Associates- MM, Inc.

a Michigan corporation, Manager By:


Mike Kojaian, President

LANDLORD"

COLLINS & AIKMAN PRODUCTS CO., a Delaware corporation

By:

By: TENANT"

DETROIT.2077337.4

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